Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Limited partner definition

What does Limited partner mean? In practice, a limited partner is an investing partner in a limited partnership who contributes capital and shares profits but does not manage the business. The role is created by statute: the Limited Partnerships Act 1907 (UK and Ireland), with additional UK detail for private fund limited partnerships under the 2017 Order, and for Irish regulated fund vehicles under the Investment Limited Partnerships Act 1994 (as amended). Key features: - limited liability: generally limited to the amount contributed to the partnership and stated on registration. - No management: a limited partner must not take part in management or bind the firm;...

Limited partnerships and PFLPs: formation, registration, names, changes, trading disclosures, accounts, CIS considerations, and upcoming reforms under the Economic Crime and Corporate Transparency Act 2023

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Practice notes

This Practice Note discusses the formation of a Limited partnership under the Limited Partnerships Act 1907 (LPA 1907).

It further addresses, among other matters, the rules on a limited partnership’s name, required trading disclosures and the treatment of accounts. From 6 April 2017, the LPA 1907 was updated by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (the LRO). A draft of the LRO was issued in January 2017 by HM Treasury, accompanied by an explanatory document. The LRO followed a government consultation launched in July 2015 and completed in October 2015 on proposed reforms to UK limited partnership law aimed at enhancing their use as vehicles for private equity and venture capital investment. The changes introduced by the LRO apply solely to limited partnerships that are designated as private fund limited partnerships (PFLPs). Accordingly, this Practice Note reflects the provisions of the LPA 1907 as amended by the LRO, specifically in relation to the integration of PFLPs within the English limited partnership framework...

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Web page updated on 21/05/2026

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