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The Unique Identifiers (Application of Company Law) Regulations 2024

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2024, ISBN 9780348264869

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Draft Regulations laid before Parliament under sections 7A(5) and 38(3) of the Limited Partnerships Act 1907 (c. 24), section 17(4) and (5)(b) of the Limited Liability Partnerships Act 2000 (c. 12), sections 1290 and 1292(4) of the Companies Act 2006 (c. 46) and section 217(5)(c) of the Economic Crime and Corporate Transparency Act 2023 (c. 56), for approval by resolution of each House of Parliament.

COMPANIES

LIMITED LIABILITY PARTNERSHIPS

PARTNERSHIP

Made

Coming into force in accordance with regulation 1(3).

The Secretary of State makes these Regulations in exercise of the powers conferred by section 7A(1)(a) of the Limited Partnerships Act 1907f1, section 15(a) of the Limited Liability Partnerships Act 2000f2, sections 1042(1)(b) and 1043(2) of the Companies Act 2006f3 and section 153(1)(c) of the Economic Crime and Corporate Transparency Act 2023f4.

In accordance with sections 7A(5) and 38(3) of the Limited Partnerships Act 1907, section 17(4) and (5)(b) of the Limited Liability Partnerships Act 2000, sections 1290 and 1292(4) of the Companies Act 2006 and section 217(5)(c) of the Economic Crime and Corporate Transparency Act 2023, a draft of these Regulations has been laid before Parliament and approved by resolution of each House of Parliament.

Annotations to the whole text

Footnotes

f1

1907 c. 24. Section 7A was inserted by section 149 of the Economic Crime and Corporate Transparency Act 2023 (c. 56).

f2

2000 c. 12.

f3

2006 c. 46.

f4

2023 c. 56.

Contents

  1. 1Citation, extent and commencement
  2. 2Interpretation
  3. 3Unique identifiers for use in relation to limited partnerships
  4. 4Amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
  5. 5Unique identifiers for use in relation to companies authorised to register
  6. 6Unique identifiers for use in relation to unregistered companies
  7. 7Unique identifiers for use in relation to qualifying Scottish partnerships
  8. Signature
  9. Explanatory note

1Citation, extent and commencement

(1)

These Regulations may be cited as the Unique Identifiers (Application of Company Law) Regulations 2024.

(2)

These Regulations extend to England and Wales, Scotland and Northern Ireland.

(3)

These Regulations come into force when section 68 of the Economic Crime and Corporate Transparency Act 2023f1 (allocation of unique identifiers) comes fully into force.

2Interpretation

In these Regulations, “2006 Act” means the Companies Act 2006f1.

3Unique identifiers for use in relation to limited partnerships

(1)

Chapters 1 and 2 of Part 4 of the 2024 Regulations (unique identifiers) apply in relation to the register of limited partnerships and dealings with the registrar of limited partnershipsf1.

(2)

In this regulation—

  • “1907 Act” means the Limited Partnerships Act 1907f2;

  • “2024 Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024f3;

  • “the register of limited partnerships” has the meaning given by section 3(1) of the 1907 Actf4.

4Amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

(1)

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009f1 are amended as follows.

(2)

In regulation 64 (annotation and unique identifiers), for section 1082 of the 2006 Act, as applied to limited liability partnerships by that regulation, substitute—

“Allocation of unique identifiers

1082
(1)

Chapters 1 and 2 of Part 4 of the 2024 Regulations (unique identifiers) apply in relation to the register and dealings with the registrar.

(2)

In this section—

  • “2024 Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024 (S.I. 2024/[xxx]);

  • “the register” has the meaning given by regulation 63A of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804);

  • “the registrar” has the meaning given by section 18 of the Limited Liability Partnerships Act 2000 (c. 12).”.

(3)

In regulation 79A (business names)—

(a)

in section 1198A(2)(c) of the 2006 Act, as applied to limited liability partnerships by that regulation, for “regulation 47” substitute “regulation 46”;

(b)

in section 1198B(2)(c) of the 2006 Act, as applied to limited liability partnerships by that regulation, for “regulation 47” substitute “regulation 46”.

5Unique identifiers for use in relation to companies authorised to register

After regulation 12 of the Companies (Companies Authorised to Register) Regulations 2009f1 (issue of certificate of incorporation) insert—

“Allocation of unique identifiers

12A
(1)

Chapters 1 and 2 of Part 4 of the 2024 Regulations (unique identifiers) apply in relation to registration of a company.

(2)

In this regulation, “2024 Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024 (S.I. 2024/[xxx]).”.

6Unique identifiers for use in relation to unregistered companies

In paragraph 20 of Schedule 1 to the Unregistered Companies Regulations 2009f1 (provisions of the Companies Acts applying to unregistered companies)—

(a)

after sub-paragraph (1)(a) insert—

“(aa)

section 1082 (allocation of unique identifiers);”;

(b)

after sub-paragraph (1) insert—

“(1A)

For section 1082 as it applies to unregistered companies substitute—

“Allocation of unique identifiers

1082
(1)

Chapters 1 and 2 of Part 4 of the 2024 Regulations (unique identifiers) apply in relation to the register and dealings with the registrar.

(2)

In this section—

  • “2009 Regulations” means the Unregistered Companies Regulations 2009 (S.I. 2009/2436);

  • “2024 Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024 (S.I. 2024/[xxx]);

  • “the register” has the meaning given by section 1080(2) of the Companies Act 2006 (the register) as applied to unregistered companies by paragraph 20(1)(a) of Schedule 1 to the 2009 Regulations (provisions of the Companies Acts applying to unregistered companies);

  • “the registrar” has the meaning given by section 1060(1) and (2) of the Companies Act 2006 (the registrar) as applied to unregistered companies by paragraph 17(2)(a) of Schedule 1 to the 2009 Regulations (provisions of the Companies Acts applying to unregistered companies).”.”.

7Unique identifiers for use in relation to qualifying Scottish partnerships

After regulation 59 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017f1, insert—

“59A

Section 1082 of the Companies Act 2006 (allocation of unique identifiers) applies in relation to Scottish qualifying partnerships modified so that it reads as follows—

“Allocation of unique identifiers

1082
(1)

Chapters 1 and 2 of Part 4 of the 2024 Regulations (unique identifiers) apply in relation to the register and dealings with the registrar relating to Scottish qualifying partnerships.

(2)

In this section—

  • “2017 Regulations” means the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694);

  • “2024 Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024 (S.I. 2024/[xxx]);

  • “the register” has the meaning given by regulation 2 of the 2017 Regulations;

  • “the registrar” has the meaning given by regulation 2 of the 2017 Regulations;

  • “Scottish qualifying partnership” has the meaning given by regulation 3(2)(b) of the 2017 Regulations.”.”.

Signature

Name

Title

Department for Business and Trade

DATE

Explanatory note

(This note is not part of the Regulations)

These Regulations make provision about the application of section 1082 of the Companies Act 2006 (c. 46) (allocation of unique identifiers) (“the Act”) to other business entities.

Chapters 1 and 2 of Part 4 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2024 (S.I. 2024/[xxx]) (the “2024 Regulations”) make provision about the use of reference numbers (“unique identifiers”) to identify each person who is an authorised corporate service provider (as defined in section 1098A of the Act) or whose identity is verified (as defined in section 1110A(1) of the Act).

These Regulations apply Chapters 1 and 2 of Part 4 of the 2024 Regulations in relation to limited partnerships (formed under the Limited Partnerships Act 1907 (c. 24)), limited liability partnerships (as defined by section 1(2) of the Limited Liability Partnerships Act 2000 (c. 12)), companies authorised to register (see section 1040 of the Act), unregistered companies (see section 1043 of the Act) and Scottish qualifying partnerships (as defined by regulation 3(2)(b) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694)). They give the registrar powers to allocate and use unique identifiers for these purposes.

Regulation 4(3) corrects a drafting error in regulation 79A of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).

A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.