Jurisdiction(s):
United Kingdom

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Key definition

Limited partnership agreement definition

What does Limited partnership agreement mean? A limited partnership agreement (LPA) is the contract that governs how a limited partnership is run, allocating economic rights and management powers between the general partner(s) and the limited partners. It is not a defined statutory term but is recognised in practice under the Limited Partnerships Act 1907 and the Partnership Act 1890 (and their Northern Irish and Irish counterparts), which provide default rules that the LPA can vary, subject to mandatory provisions. Typical terms cover capital commitments and contributions, profit and loss allocation and distributions, the general partner’s authority, limited partner consent/veto rights consistent with preserving limited liability...

Deed of retirement of general partner and appointment of new general partner for a limited partnership, with indemnities and restrictive covenants (England and Wales)

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Precedents

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This deed of retirement is entered into on [ insert day and month ] 20[ insert year ]

Parties

[ insert name of retiring general partner ] of [ insert address ] (the Retiring General Partner);
[ insert name of new general partner ] of [ insert address ] (the New General Partner); and
The individuals listed in Schedule 1 with their respective addresses (the Limited Partners).

background

The Partners have conducted the business of the limited partnership in accordance with the limited partnership agreement.
The Retiring General Partner will retire from the Limited Partnership on the Retirement Date, and the New General Partner shall be appointed on [ insert date ].
The terms of this deed shall govern the Retiring General Partner’s retirement, in substitution for any provisions of the Partnership Act 1890, the Limited Partnerships Act 1907, and the Limited Partnership Agreement that would otherwise apply to that retirement.

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Web page updated on 22/05/2026

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