Limited partnership agreement (LPA) meaning

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This fundamentals note looks at several of the principal characteristics of limited partnerships formed in England under the Limited Partnerships Act 1907 (LPA 1907). What is a limited partnership? A limited partnership is a type of partnership vehicle established under the LPA 1907 which, among other purposes, has been used as the standard structure for private equity funds. As with a general partnership, a limited partnership is not a legal entity but a relationship between partners; ie, unlike a body corporate, an English limited partnership does not possess separate legal personality. The LPA 1907 describes a limited partnership as comprising: one or more persons called ‘general partners’ who are jointly and severally liable for all debts and obligations of the partnership, and one or more persons called ‘limited partners’ For further information see Practice Note: The nature of a limited partnership and its legal framework - What is a limited partnership? What is a private fund limited partnership (PFLP)? ...

Sources of limited partnership law The principal legislation governing a limited partnership established under English law (as distinct from a general partnership, a limited liability partnership, or a general partnership constituted under Scottish law) is the Limited Partnerships Act 1907 (LPA 1907). Nevertheless, it does not amount to a comprehensive code for limited partnerships and preserves the Partnership Act 1890 (PA 1890) and the equitable and common law rules relevant to partnerships, which continue to apply except to the extent that they conflict with the express terms of the LPA 1907. As with general partnerships, the partners will frequently enter into a written agreement defining their respective rights and obligations inter se, setting out in detail the rights and duties owed between them, though this is not mandatory unless the vehicle is designated a private fund limited partnership (see Practice Note: Limited partnership agreements). Where no bespoke agreement is made between the partners, both the LPA 1907 and the PA 1890 contain a range of default provisions that will...

Practice Note This Practice Note outlines the terms typically found in a limited partnership agreement for partnerships established under the Limited Partnerships Act 1907 (LPA 1907). It also sets out the default statutory rules that apply where no limited partnership agreement is in place, as well as the provisions commonly included in such agreements. With effect from 6 April 2017, the LPA 1907 was amended by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO). A draft of the LRO was issued in January 2017 by HM Treasury, together with an explanatory document. The LRO followed a government consultation that began in July 2015 and concluded in October 2015 on proposed amendments to UK limited partnership legislation to make these structures more effective vehicles for private equity and venture capital investments. The reforms introduced by the LRO apply solely to limited partnerships designated as private fund limited partnerships (PFLPs). Accordingly, this Practice Note reflects the LPA 1907 as amended by the LRO in relation to the...

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...