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Limited partnership or LP meaning

What does Limited partnership or LP mean?
A limited partnership (LP) is a partnership structure used to pool investor capital while centralising control in a managing partner. Core features are set by legislation: in the UK, the Limited Partnerships Act 1907 (LPA 1907); in Ireland, the Limited Partnerships Act 1907 (as applied), with regulated investment LPs governed by the Investment Limited Partnerships Act 1994 (as amended). An LP must have at least one general partner (GP), who manages the business and has unlimited liability, and at least one limited partner, whose liability is limited to their agreed contribution provided they do not take part in management. LPs are registered at Companies House (England & Wales, Scotland and Northern Ireland) or the Companies Registration Office (Ireland). Limited partners typically contribute capital; restrictions apply to returns of capital during the life of the partnership. LPs are commonly used for private equity, venture capital and real estate funds and joint ventures because they offer investor limited liability and tax transparency. In the UK, the Private Fund Limited Partnership (PFLP) is a designation for fund LPs that streamlines administration and clarifies activities that do not amount to management. A Scottish LP has separate legal personality; LPs in England & Wales, Northern Ireland and...
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View the related Practice Notes about Limited partnership or LP

PRACTICE NOTES
UK limited partnerships holding property: income and corporation tax, CGT and ATED treatment, capital allowances, partner share changes, contributions, distributions, self-assessment and structuring for collective investments and joint ventures

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...

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PRACTICE NOTES
Joint ventures under English law: comparing company, partnership, contractual, LLP/LP and unlimited structures, and key considerations on liability, tax, funding, governance, accounting and risk

Choosing the joint venture vehicle A joint venture is not recognised in English law as a separate legal form. Rather, it is a commercial arrangement in which two or more parties agree to combine resources to deliver a defined project or other business activity. The term spans a wide range of scenarios, from structural solutions that establish or shift economic control of a legal entity—such as joint venture companies or partnerships—to non‑structural approaches, including contractual joint projects and informal, undocumented collaborations. A joint venture may be set up for a single initiative, a set timeframe, or as an ongoing business relationship. Parties considering a joint venture have several structural routes open to them, and the most suitable model will turn on their particular circumstances. Commonly used structures include: Corporate joint venture—creating a separate limited company in which each party holds shares Joint venture partnership—forming a new partnership vehicle Contractual or commercial joint venture—defining all aspects of the joint venture relationship within a contract ...

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PRACTICE NOTES
Limited partnerships in finance: capacity, authority, approvals, execution and security—due diligence under English law and ECCTA 2023 reforms

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...

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View the related Precedents about Limited partnership or LP

PRECEDENTS
Precedent party designation and execution clauses for Scottish property documents (individuals, companies incl. insolvency, LLPs, LPs, partnerships), with signing and witnessing options

1 Individual 1.1 Individual or sole trader party designation clause [ insert full name of party ], trading as [ insert trading name ], of [ insert address ] (the [ insert defined term for party ]). 1.2 Individual signing Executed by [ insert individual’s name ] at [ insert place ] on [ insert date and month ] 20[ year ] ................................................. Signature of [ insert individual’s name ] witnessed by: ................................................. Full Name (Witness) ................................................. ................................................. ................................................. ................................................. Address ................................................. Signature of Witness 1.3 Individual signing by Power of Attorney Executed for [ insert individual’s name ] by [ insert Attorney’s name ] [ his OR her ] attorney under Power of Attorney dated [ insert date of Power of Attorney ] at [ insert place ] on [ insert date and month ] 20[ year ] ................................................. Signature of [ insert Attorney’s name ] witnessed by: ................................................. Full Name (Witness) ................................................. ................................................. ................................................. ................................................. Address ....................................................

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PRECEDENTS
Private fund limited partnership agreement (PFLLP) precedent with capital and loan commitments, carried interest waterfall, general partner powers, transfers and removal (England and Wales)

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. ...

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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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