Economic Crime and Corporate Transparency Act 2023

129 Dissolution and winding up: modifications of general law U.K.

(1) The Limited Partnerships Act 1907 is amended as follows.

(2) In section 4 (definition and constitution of limited partnership)—

(a) in subsection (2), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;

(b) in subsections (2A) and (2B)(b), after “firm” insert “(including debts or obligations incurred in accordance with section 38 of the Partnership Act 1890)”;

(c) in subsection (3), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”.

(3) In section 6 (modifications of general law in case of limited partnerships)—

(a) in subsection (1), after “firm”, in the third place it occurs, insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;

(b) for subsection (1A) substitute—

“(1A) Section 6A (actions by limited partners) makes provision supplementing subsection (1).”;

(c) in subsection (2) omit “or bankruptcy”;

(d) after subsection (2) insert—

“(2A) A limited partnership shall not be dissolved under section 33(1) of the Partnership Act 1890 by the bankruptcy of a partner.

(2B) A limited partnership is dissolved if—

(a) it ceases to have any general partners,

(b) it ceases to have any limited partners, or

(c) each general partner is either insolvent or disqualified under the directors disqualification legislation (see section 8J(3)), irrespective of whether they became insolvent or disqualified before or after this subsection comes into force.”;

(e) omit subsection (3);

(f) for subsections (3A) and (3B) substitute—

“(3A) If a limited partnership is dissolved at a time when the partnership has at least one general partner who is—

(a) solvent, and

(b) not disqualified under the directors disqualification legislation,

the general partners at that time who are solvent and are not so disqualified must either wind up the partnership’s affairs or take all reasonable steps to ensure that its affairs are wound up by a person who is not a partner at that time.

(3B) If a limited partnership is dissolved at a time when the partnership does not have a general partner who is—

(a) solvent, and

(b) not disqualified under the directors disqualification legislation,

the limited partners at that time who are solvent must take all reasonable steps to ensure that the partnership’s affairs are wound up by a person who is not a limited partner at that time.

(3BA) For enforcement of the duties under subsections (3A) and (3B) see section 29.”;

(g) omit subsection (3C).

(4) In section 6A (private fund limited partnerships: actions by limited partners)—

(a) in the heading, omit “private fund limited partnerships:”;

(b) before subsection (1) insert—

“(A1) A limited partner in a limited partnership is not to be regarded as taking part in the management of the partnership business for the purposes of section 6(1) merely because the limited partner appoints a person to wind up the limited partnership pursuant to section 6(3B).”;

(c) omit subsection (2)(b);

(d) in subsection (4)—

(i) in paragraph (a), omit “private fund”;

(ii) omit paragraph (b) and the “or” before it;

(e) after subsection (4) insert—

“(5) Nothing in subsections (1) to (3) affects the circumstances in which a limited partner in a limited partnership that is not a private fund limited partnership may be regarded as taking part in the management of the partnership business.”

Commencement Information

I1 S. 129 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)