Limited partner (LP) meaning

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HMRC v GE Financial Investments [2024] EWCA Civ 797 The appellant company (GEFI) was a UK-resident member of the GE group, acting as the limited partner in a Delaware limited partnership (LP). The LP’s general partner was a US-resident group entity, GEFI Inc. For US federal income tax purposes, GEFI and GEFI Inc were treated as stapled entities, since shares in one could not be transferred unless the shares in the other were likewise transferred to the same recipient. As a result of that staple, GEFI became subject to US tax on its worldwide income. It claimed UK double tax relief in respect of the US tax for six consecutive accounting periods, but HMRC rejected each of those claims. The First-tier Tax Tribunal (FTT) dismissed GEFI’s appeal, determining that it was not resident in the US under Article 4 of the US/UK double tax treaty, and that it was not carrying on a business in the US through a US permanent establishment within Article 7 of the treaty...

HMRC v BlueCrest Capital Management LP and others and Andrew Dodd and others v HMRC [2023] EWCA Civ 1481 BlueCrest Capital Management LP functioned as an investment manager through a limited partnership structure. To retain and motivate its partners, it introduced a partner incentivisation plan (PIP) from 2008. In outline, the PIP operated as follows: a newly formed corporate partner was admitted to the partnership; that corporate member was allocated the profit shares that, absent the plan, would have been attributed to the participating partners; the corporate partner then reinvested those profits into the partnership as a capital contribution, described as ‘special capital’; in consideration of foregoing their immediate profit share, the participating partners received a deferred entitlement to an equivalent amount of that special capital; and any entitlement to the special capital was contingent upon specified conditions being satisfied and was wholly at the discretion of the decision-makers. This structure was intended to deliver a tax benefit to...

This Practice Note addresses insolvent partnerships and limited partnerships in Scotland, by which is meant—for the purposes of this Practice Note—Scottish Partnerships comprising: ordinary partnerships with their main place of business in Scotland; and limited partnerships entered on the Companies House register in Scotland as a Scottish LP (SLP). This Practice Note does not extend to limited liability partnerships (LLPs) registered in Scotland, which are dealt with in the same manner as companies for corporate insolvency purposes. However, insolvencies of Scottish LLPs continue to be governed by the Insolvency (Scotland) Rules 1986, SI 1986/1915. Consequently, the relevant 1986 prescribed forms still apply when handling Scottish LLPs, rather than prescribed content under the applicable 2018 Scottish rules used for corporate insolvencies (for more information, see Practice Notes on Scottish compulsory liquidation: Scotland: compulsory liquidation, Scottish creditors' voluntary liquidation: Scotland: process to enter creditors’ voluntary liquidation (CVL)). For a glossary of commonly used Scottish insolvency expressions and terminology, see Practice Note: Glossary of Scottish insolvency...

Partnerships are often used as vehicles for holding UK real estate The forms of partnership commonly adopted in practice are limited partnerships (LPs) and limited liability partnerships (LLPs). This Practice Note considers how, in a property context, a UK LP is treated for direct taxes—corporation tax, income tax and capital gains tax (CGT)—together with the annual tax on enveloped dwellings (ATED). For these purposes, unless stated otherwise, CGT covers both capital gains tax and corporation tax on chargeable gains The direct tax position of an LLP in a property context is addressed in Practice Note: Tax treatment of a UK limited liability partnership. Where contractual arrangements may amount to a partnership, see Practice Note: Property holding structures—direct tax treatment of contractual joint ownership The indirect tax (ie VAT and SDLT) treatment of partnerships differs from the direct tax treatment and therefore lies outside the scope of this Practice Note. For further details, please see the following Practice Notes: Partnerships and VAT SDLT and...

This Practice Note This Practice Note examines the typical activities of limited partnerships (LPs) in finance transactions and outlines how to verify an LP’s capacity and authority under English law. Where two or more individuals carry on a business with the intention of making a profit, a partnership may arise. Partnerships are frequently used for small enterprises or professional practices. English law recognises two forms—general partnerships and LPs—each governed by specific legislation: General partnerships are subject to the Partnership Act 1890 (PA 1890) — see Practice Note: The nature of a general partnership and its legal framework Limited partnerships are subject to the Limited Partnerships Act 1907 (LPA 1907) — see Practice Note: The nature of a limited partnership and its legal framework For an LP to exist, there must first be a partnership with at least one general partner and one limited partner, and its particulars must be registered with the Registrar of Companies. An LP only comes into existence on...

This limited partnership Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of general partner ] of [ insert address ] (the General Partner); and Each of the persons named in Schedule 1, Part B. BACKGROUND The Limited Partnership is registered as a limited partnership and designated as a private fund limited partnership in England 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 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 intend that the Limited Partnership will carry on the Business and agree to regulate the affairs of the Limited Partnership on the terms set out below. ...

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...