AUTH 3.11 Specific obligations: partnerships or unincorporated associations

Section 32 of the Act (Partnerships and unincorporated associations) treats all partnerships and unincorporated associations as if they were legal persons for the purposes of the grant of Part IV permission (Scottish partnerships already have the status of a legal person as have limited liability partnerships). So, where a partnership or unincorporated association proposes to carry on a regulated activity, the application for Part IV permission should be made in the name of the partnership or unincorporated association. However, a partnership should consider by whom the regulated activity will be carried on. If a partner carries on the regulated activity independently from the partnership, and not in his capacity as a partner, that person would need authorisation in his own right. The person may, for example, manage the assets of the partnership in his own name rather than in the name of the partnership. In such cases, the authorisation of the partnership itself would not, or may not, be necessary.1

1. (1)

   Once a partnership or an unincorporated association is authorised by the FSA, then under section 32 of the Act:

   1. (a)

      it is authorised to carry on the regulated activities concerned in the name of the partnership or unincorporated association; and

   2. (b)

      its authorisation is not affected by any change in its membership as long as the substantive continuity test described in (2) is met.

2. (2)

   If a partnership or unincorporated association is dissolved, its authorisation continues to have effect in relation to any partnership or unincorporated association which succeeds to the business of the dissolved partnership or unincorporated association, as long as:

   1. (a)

      the members of the resulting partnership or unincorporated association are substantially the same as those of the dissolved partnership or unincorporated association; and

   2. (b)

      the succession is to the whole or substantially the whole of the business of the dissolved partnership or unincorporated association.

The treatment of partnerships described in AUTH 3.11.1 G and AUTH 3.11.2 G does not apply to a partnership which is a body corporate, that is, a limited liability partnership or any other partnership which is a body corporate and is constituted under the law of any place outside the United Kingdom.

Further guidance on the specific issues that arise for applicants that are limited partnerships under the Limited Partnerships Act 1907 or limited liability partnerships is in AUTH 3.22 (Specific issues: applicants that are limited partnerships under the Limited Partnerships Act 1907) and AUTH 3.23 (Specific issues: applicants that are limited liability partnerships).1