Managing your Joint Ventures: Incoming changes for LLP administration

The Limited Liability Partnership (Application and Modification of Company Law) Regulations 2025 (the Regulations) are due to bring a number of changes in respect of LLP administration. The main aim of the changes is to enhance transparency, following the introduction of the Economic Crime and Corporate Transparency Act 2023 (ECCTA).  

The Regulations come into force in stages (depending on when specific provisions of the Companies Act 2006 come into force). This post relates to some of the changes which are expected to take effect on 18 November 2025. The current round of changes to be made by the Regulations include:

Abolishing the requirement for LLP’s to maintain local registers of information relating to Members and PSCs. 

• In an effort to centralise and streamline the compliance processes, information must be provided directly to Companies House. Currently (prior to these changes coming into effect) LLP’s may either (i) keep a local register or (ii) opt for a central register to be maintained at Companies House. LLP’s will have 14 days from the date the requirements come into force to provide the relevant information to Companies House. 
• A person (including a corporate entity) may not act as a Member of the LLP unless the required notification of such membership has been provided to Companies House. An offence will be committed by the LLP (and potentially every Member of the LLP) if the requirement to notify Companies House of any changes in Members / PSCs is not complied with. From a Joint Venture administration perspective, it will be key to ensure that there is clarity of responsibility for such notifications (as well as sharing of necessary information) between the JV partners. JV partners will want to be proactive in adapting to these changes to ensure compliance and maintain their reputation in the marketplace.

Requiring individual LLP Members to verify their identities with Companies House.

• The requirement is to be subject to a 12 month transition period for existing LLP’s. Due to the fact that the majority of LLP Joint Ventures utilise corporate (rather than individual) membership, these changes will not be applicable at this stage - requirements for verification of corporate Members are due to commence towards the end of 2026. 

Further information is expected to be provided by Companies House later this year - please keep an eye out for further updates as new guidance becomes available. 

For further information, please contact Thomas Molony, Joanna Bouloux or Jonathan Corris.