§ Baroness Miller of Hendon
asked Her Majesty's Government:
Why a limited partnership whose registered office is in England must declare that it is in "England and Wales", whereas limited partnerships whose registered office is in Wales or Scotland merely have to declare that they are in Wales or Scotland respectively. [HL751]
§ The Parliamentary Under-Secretary of State, Department of Trade and Industry (Lord Sainsbury of Turville)
A limited partnership (formed under the Limited Partnerships Act 1907) is a partnership and is not required by statute to have a registered office. A limited liability partnership (LLP) (formed under the Limited Liability Partnerships Act 2000) is a body82WA corporate and is required by statute to have a registered office. As part of the incorporation process, a limited liability partnership must declare that it has a registered office in either England and Wales, Wales or Scotland. This requirement reflects that imposed upon companies by the Companies Act 1985.
Historically, a company should choose to incorporate either in England and Wales or in Scotland. The Welsh Language Act 1993 enabled a company to submit its documentation in Welsh alone if it declared that its registered office was to be in Wales. The practical significance of this is that a company registered in Wales cannot move its registered office to England. A company with its registered office in England and Wales may move its registered office to any location in England or Wales but not to Scotland. The requirements for an LLP simply follow this.