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United Kingdom
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General partner (GP) meaning

What does General partner (GP) mean?
In practice, a general partner (GP) is the managing partner in a limited partnership, responsible for day-to-day control of the business or fund and empowered to bind the partnership to third-party contracts. The term is used and defined in statute (UK Limited Partnerships Act 1907, as amended for Private Fund Limited Partnerships (PFLPs); in Ireland the Limited Partnerships Act 1907 and the Investment Limited Partnerships Act 1994 (as amended) for ILPs). Key features are: unlimited liability for the debts and obligations of the firm; authority to make management decisions, call and deploy capital, operate the partnership’s portfolio and approve distributions; and fiduciary duties owed to the partnership and the other partners. In funds, the GP often delegates portfolio management to an authorised investment manager/AIFM but retains ultimate responsibility. For risk management the GP is typically a limited company or LLP. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland; Scottish limited partnerships have separate legal personality, whereas those in England & Wales, Northern Ireland and Ireland do not. In all cases the GP’s liability remains unlimited.
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View the related News about General partner (GP)

NEWS
Cayman Islands Court of Appeal orders stay in favour of LCIA arbitration under FAAEA s4; limited partners' claims against GP are direct, not derivative; arbitrable despite voluntary liquidation

(1) IGCF General Partner Ltd and (2) The Infrastructure and Growth Capital Fund L.P. Appellants and White Crystals Ltd [2026] CICA (Civ) 3 What are the practical implications of this case? The overarching message of this ruling is that section 4 of the Foreign Arbitral Awards Enforcement Act (1997 Revision) (FAAEA) means what it says: save for compelling reasons to the contrary, the court will require parties to honour their agreement to submit disputes to arbitration and will stay proceedings that offend that bargain, reaffirming the Cayman Islands’ strong legislative and judicial policy in favour of arbitration. Although this is essentially a restatement of settled Cayman law, the judgment, on its particular facts, demonstrates the court’s uncompromising approach and cautions contracting parties that they should expect to be held to their privately negotiated promise to arbitrate, even after the voluntary liquidation of one of the signatories. What was the background? The Infrastructure and Growth Capital Fund L.P. ...

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NEWS
EAT: GP partner with Scottish health board not a 'worker' for holiday pay; Uber distinguished; 'works under' requires contract and subordination, neither present

Connaughton v Greater Glasgow Health Board [2025] EAT 32. The EAT affirmed an employment tribunal’s decision that Dr Kevin Connaughton could not pursue claims against the health board because no relationship of employment existed, concluding that his position was unlike that of Uber drivers who secured notable workers’ rights. The EAT observed that the clear wording of domestic legislation did not support the interpretation advanced by the claimant. Connaughton, general practitioner, issued proceedings seeking compensation for periods he was absent between 2011 and 2020, together with payment for holiday that had accrued. The success of his case turned on whether he qualified as a worker, and the EAT has now confirmed the tribunal’s conclusion that he did not, and he could not recover sums sought in the claim...

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View the related Practice Notes about General partner (GP)

PRACTICE NOTES
Fund Finance: Capital Call, NAV and Hybrid Facilities—Structuring, Credit Analysis, Security and Documentation, Prepayment Triggers, ESG-Linked Loans, and GP/Manager and Co-invest Facilities

This Practice Note: provides a synopsis of the three principal forms of fund finance: capital call facilities (often referred to as equity bridge facilities) net asset value (NAV) (or asset backed) facilities hybrid facilities examines green and sustainability-linked finance, together with some types of fund-related finance, GP/Manager facilities and co-invest facilities sets out key security and documentary considerations, including financial covenants, representations, undertakings, events of default and prepayment events The capital call facility market is well-established and largely standardised, though approaches to assessing investor creditworthiness and differences driven by varied fund structures can diverge. By contrast, NAV facilities and hybrid facilities are highly flexible, taking multiple forms with differing security packages and covenant frameworks. Much of this Practice Note proceeds on the basis that lending is made to a typical private equity fund structured as a limited partnership registered under the Limited Partnerships Act 1907 (LPA 1907), including Private...

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View the related Precedents about General partner (GP)

PRECEDENTS
Precedent: Private Equity/Venture Capital Limited Partnership Agreement (England and Wales) under LPA 1907 with GP Fee, Carried Interest and Distribution Waterfall

This Limited Partnership Agreement is entered into on [ insert day and month ] 20[ insert year ] by and between the parties set out below. Parties [ insert name of general partner ] of [ insert address ] (the General Partner); and Each of the persons whose names are listed in Schedule 1, Part B. BACKGROUND The Limited Partnership has been registered in England as a limited partnership under the LPA 1907 with number LP [ insert number ]. The General Partner has agreed to act as the general partner of the Limited Partnership and to manage, operate and administer the business of the Limited Partnership, and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below. The General Partner and the Limited Partners wish the Limited Partnership to carry on the Business and agree that the affairs of the Limited Partnership shall be regulated in accordance with...

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