Private fund limited partnership (PFLP) meaning

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...

A limited partnership can be brought to an end by its: dissolution insolvency (see Practice Note: Ending a limited partnership—what is dissolution?) This Practice Note considers the termination of a limited partnership, including a private fund limited partnership (PFLP), by dissolution where the court orders that outcome. A significant body of partnership law under the Partnership Act 1890 (PA 1890) applies equally to limited partnerships and is relied on throughout this note. For other means by which a limited partnership might be dissolved, refer to Practice Note: Ending a limited partnership—dissolution otherwise than by the court. From 6 April 2017, the Limited Partnerships Act 1907 (LPA 1907) was revised by the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (LRO), SI 2017/514. The LRO was initially issued in January 2017 by HM Treasury, together with an explanatory document. It followed a government consultation that began in July 2015 and ended in October 2015 concerning proposed reforms to UK limited partnership legislation, intended to...

Insert a new clause 14 into Precedent: Limited partnership agreement, or a new clause 16 into Precedent: Limited partnership agreement—private fund limited partnership, with the following: [ 14 OR 16 ] Most favoured nation [ 14.1 OR 16.1 ] The Partners acknowledge and agree that the Limited Partnership and/or the General Partner may enter into the side letters or side arrangements with some or all of the Limited Partners, which confer rights or vary or augment the terms of this Agreement and the deeds of adherence entered into by the relevant Limited Partner (the Side Letters and each a Side Letter) and which,...