A recent High Court decision (Bank of Beirut S.A.L. & Anor v HRH Prince Adel El-Hashemite & Anor  EWHC 1451 (Ch)) highlights the impossibility of removing an English limited partnership (LP) from records held by Companies House. In the Bank of Beirut case, LPs had been fraudulently registered by the LPs’ limited partner without the authority or knowledge of the LPs’ general partners. The general partners wanted to obtain rectification of the register to delete the registration of the supposed LPs.
The court found that there was no ground on which the registrar could remove the LPs. This reasoning was based on the wording of the Limited Partnership Act 1907 (the Act). Section 8(C) of the Act provides that the certificate of registration of each partnership issued by the registrar is “conclusive evidence” that a LP came into existence on the date of registration.
In the absence of statutory powers (the Act is silent on rectification of the register) the judge accepted that the court has some control over the registrar. However the “conclusive evidence” provisions in the Act meant that the court, even in cases of fraud, was unable to order the registrar to remove the entries.
Impact – the impact of this decision is restricted to LPs formed under the Act and will not apply to companies and limited liability partnerships (see para 87 of the judgment). In the absence of this decision being reversed, or the Act revised, there would appear to be no prospect of removing a LP from the register, even in cases of fraud. In this particular case, the registrar annotated the register to try and clarify that the LPs were registered fraudulently. However as the judge noted, the register is available through commercial third party providers of information and searches on those websites would not necessarily indicate any particular status of a LP. A careful search of the Companies House register (not a third party provider) would therefore be advisable if verifying the status of a LP.