Implications for limited liability partnerships

Identity verification 

Perhaps the most significant of the Act’s reforms is the introduction of compulsory identification procedures for LLP members and for persons with significant control (PSCs) of LLPs.

All individuals have been able to voluntarily verify their identities directly with Companies House from 8 April 2025, and from 18 November 2025 individual members and PSCs should be able to check the Companies House register to see identity verification due dates for all of their roles.

LLP members: From 18 November 2025, identity verification will be compulsory for all new individual members of LLPs and it will be an offence for a member to fail to comply. 

Existing members will have a transition period, starting on 18 November 2025, in which to verify their identity. All individual members will need to have undergone identity verification by delivery of the first confirmation statement on which they are named after 18 November 2025.

Where a member is a corporate entity, the Government has indicated its intention that one of the entity’s individual directors (or equivalents) will be required to verify their identity. However, this requirement (for both new and existing corporate members) will be introduced at a later date and additional secondary legislation and guidance from Companies House is anticipated. 

PSCs: All new individual PSCs of an LLP will need to verify their identity from 18 November 2025.

Existing PSCs will have a transition period in which to verify their identity. The timetable for individual PSCs will be in line with an “appointed” day that falls within 12 months of 18 November 2025.

Where a registrable PSC is a legal entity (RLE), that entity will have to nominate a relevant officer who is an individual, and whose identity has been verified. Again, however, this requirement (for both new and existing RLEs) will be introduced at a later date, and additional secondary legislation and guidance from Companies House is anticipated.

Authorised Corporate Service Providers: Many LLPs provide formation and filing services. From spring 2026, if an LLP wishes to deliver documents to Companies House in the course of providing these services for another company or firm, the LLP must register as an Authorised Corporate Service Provider (ACSP). All ACSPs must be supervised for anti-money laundering purposes in the UK. The application process for registering as an ACSP opened on 18 March 2025.

Identity verification will be available directly with Companies House, or through an ACSP.

(For more information on identity verification and ACSPs under the Act, see Identity verification and Authorised Corporate Service Providers).

Registered office and registered email address

From 4 March 2024, the Act introduces a requirement for all LLPs to maintain a registered appropriate email address and to ensure that their registered office is at an “appropriate address”.

Failure to comply with either requirement, without reasonable excuse, is an offence committed by the LLP and by every designated member who is in default.

A registered office address will be an “appropriate address” if, in the ordinary course of events:

• a document addressed to the LLP and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the LLP; and
• the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

PO Boxes and unstaffed addresses are unlikely to satisfy this test.

Any LLP that does not have its registered office at an appropriate address when it next makes a confirmation statement with a statement date from 5 March 2024 onwards, will be required to change their registered office at the same time that they deliver their confirmation statement. The registrar can change an LLP’s registered office to a default address if that registered address is not appropriate.

An email address will be an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the LLP. An LLP’s email address will not be available to public inspection and will only be used by Companies House to communicate with the LLP.

Newly incorporated LLPs will be required to include their chosen email address in their registration documents. Existing LLPs will be required to confirm their registered email address with the registrar when they file their next confirmation statement with a statement date from 5 March 2024.

Statement of lawful purposes and confirmation statements

From 4 March 2024, all LLPs will have to confirm annually in their confirmation statement that the LLP’s future activities will be lawful.

The Act also envisages that LLPs will make various other confirmations in their annual confirmation statement as required by regulations that have yet to be published. These include confirmations relating to PSC exemptions and to the verification of members’ identities (see below).

LLP Names

With effect from 4 March 2024, the Act introduces greater controls over LLP names. It prohibits LLPs from using a name (including on incorporation) in specified circumstances, including if that name:

• is intended to facilitate an offence of dishonesty or deception;
• suggests a connection with a foreign government or its off-shoots (e.g. NATO);
•  consists of or includes computer code; and
• is one that has been changed following a direction by the registrar, and the LLP seeks to re-register using the same or a similar name.

The Act gives the registrar additional powers to direct an LLP to change its name and to remove the name from the register where the LLP fails to comply with a direction to change it. 

Disqualification of LLP members 

From 4 March 2024, the Act prohibits a person becoming a member of an LLP if they are disqualified under relevant director disqualification legislation. 

Members of an LLP are required to take any necessary steps to ensure that a disqualified person ceases to be a member of the LLP. Failure to comply will constitute an offence committed by each member in default.

Registrar’s powers (including financial penalties)

The Act introduces new statutory objectives for the registrar to improve the accuracy and integrity of information on the register, and also gives the registrar new powers to support those objectives. Under these new powers (effective from 4 March 2024), the registrar will be able to reject and query filings submitted by LLPs and remove material more quickly if it impacts on the integrity of the register.

Also, in support of the registrar’s new objectives, the registrar may impose civil financial penalties on an LLP if satisfied that the LLP has committed misconduct amounting to a relevant offence under the Companies Act 2006. Financial penalties are an alternative to starting criminal proceedings.

The registrar also has the additional power to remove an LLP from the register (which will result in its dissolution). Before using this power, the registrar must have reasonable grounds to believe the application for incorporation of the LLP (or administrative restoration) contained false or misleading information or was based on a false statement.

Protection of LLP member’s residential address and other personal information

The Act introduces processes whereby any individual listed on the Companies House register (including members of an LLP) is able to apply to have specified information suppressed from public disclosure. Implementing regulations are required to bring each element of the process into force.

From 27 January 2025 (following the first set of implementing regulations coming into force), individuals are able to apply to protect their usual residential address (URA) where it was formerly a registered office address. (Although individuals could already apply to have their URA protected in a limited range of circumstances, it was not possible to protect a URA if it had ever been used as a registered office address.)

The circumstances in which an application to protect a URA can be made increased again on 21 July 2025, when the Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (the 2025 Regulations) came into force. Individuals will now be able to apply to suppress their URA from historical documents in most instances where it appears on the public register. 

There are some exceptions to this, however. An individual is not able to protect an address that an LLP is required to keep on the register, such as a live registered office address, unless that address also appears on the register as their own current address (e.g. a service address). In that case, the individual must provide a replacement service address in the application to be included on the register. It is also not possible to protect an address where it forms part of an LLP’s name.

Where an individual’s URA is also the registered office address of a dissolved LLP, the individual will need to wait six months following the LLP’s dissolution before applying to suppress the URA.

The 2025 Regulations also allow any individual to apply to protect the following additional information from public disclosure:

• signature
• business occupation; and
• day of date of birth for documents filed before 10 October 2015 (after this date only month and year of birth are shown on the public register).

Individuals will not be required to justify why their information should be suppressed, nor will they need to meet any additional conditions. 

Failure to prevent fraud

The Act introduces a new corporate offence of “failure to prevent fraud”. The new offence, which comes into effect on 1 September 2025, will make it easier for LLPs (and other corporates and partnerships) to be criminally prosecuted.

In-scope organisations will be criminally liable if an “associate” commits a specified fraud offence in order to benefit the organisation or its clients, and the organisation does not have reasonable fraud prevention procedures in place.

The new offence will apply to “large organisations” wherever incorporated or formed, provided that the relevant fraud involves a link to the UK. An LLP will be “large” if it meets at least two of the following criteria in the financial year preceding the year in which the fraud is alleged to have taken place:

• more than 250 employees;
• more than £36 million turnover; and
• more than £18 million in total assets.

The Government has recently published guidance (Guidance) on the new offence, outlining its key elements and offering practical advice on implementing fraud prevention procedures.

For more information on the new offence, see Corporate criminal liability: New failure to prevent fraud offence.

Resources

• Draft Limited Liability Partnerships (Application and Modification of Company Law) Regulations
• Companies House Fact sheet: Impact of corporate transparency reforms on limited liability partnerships
• Protection and Disclosure of Personal Information (Amendment) Regulations 2025
• The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024
• Limited Liability Partnerships (Application of Company Law) Regulations 2024
• Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024
• The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024
• Draft Unique Identifiers (Application of Company Law) Regulations 2024