Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Limited partnership definition

What does Limited partnership mean? A limited partnership is a partnership used to pool capital where investors seek limited liability without day‑to‑day control. It has at least one general partner, who manages the business and is liable without limit, and one or more limited partners, whose liability is limited to their agreed contribution provided they do not take part in management. In England and Wales and Scotland it is a statutory vehicle under the Limited Partnerships Act 1907 and must be registered at Companies House. Scottish limited partnerships (SLPs) have separate legal personality; English and Welsh LPs do not. In Northern Ireland, limited partnerships are governed...

UK limited partnership agreements - default LPA 1907 rules, PFLPs, common clauses, and ECCTA 2023 reforms

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Practice notes

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 inclusion of PFLPs within the English limited partnership regime...

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Web page updated on 21/05/2026

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