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;...

Private fund limited partnership agreement (PFLLP) precedent with capital and loan commitments, carried interest waterfall, general partner powers, transfers and removal (England and Wales)

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Precedents

This Limited partnership agreement is entered into on [ insert day and month ] 20[ insert year ]

Parties

[ insert name of general partner ] of [ insert address ] (the General Partner); and
Each of the persons named in Schedule 1, Part B.

BACKGROUND

The Limited partnership is registered as a limited partnership and designated as a private fund limited partnership in England under the LPA 1907 with number LP [ insert number ].
The General Partner has agreed to act as the general partner of the Limited Partnership and to manage the business of the Limited Partnership, and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below.
The General Partner and the Limited Partners intend that the Limited Partnership will carry on the Business and agree to regulate the affairs of the Limited Partnership on the terms set out below.

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Web page updated on 22/05/2026

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