Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Limited Liability definition

What does Limited Liability mean? In legal practice, limited liability means an owner’s personal exposure for a business’s debts is capped because the business has a separate legal personality. In a company limited by shares, a shareholder’s liability is limited to any unpaid amount on their shares. In a company limited by guarantee, a member’s liability is limited to the sum they agree to contribute on a winding up. These outcomes are set by statute (UK Companies Act 2006; Irish Companies Act 2014) and are broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland. Related forms include UK limited liability partnerships...

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

Published by a LexisNexis Tax expert

Practice notes

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 partnerships—general principles and ordinary transactions

A UK partnership, of any description, is generally regarded as transparent for most direct tax purposes...

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Charles Goddard

Rosetta Tax

Charles is a solicitor at Rosetta Tax Limited, which specialises in corporate tax advice to businesses and professional services firms. He has a broad range of tax advisory expertise, having acted for a variety of UK-based and international financial institutions and listed companies. He has particular expertise in the real estate and finance sectors, with a strong focus on the taxation of insolvency and restructuring transactions.Charles was for six years until 2012 a tax partner at Berwin Leighton Paisner LLP. Prior to joining BLP, he spent eight years at Slaughter and May as a trainee and associate in their Tax group. He is recommended by both Chambers and Partners and Legal 500....

Web page updated on 22/05/2026

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