Partnership (UK)
Encyclopedia
In the United Kingdom, a limited partnership consists of:
Limited partners may not:
If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.
Generally speaking, an individual or a legal body such as a company may be a partner in a limited partnership, either as a general or as a limited partner. A person cannot be both a general and a limited partner at the same time.
. Partnerships whose principal place of business is situated [or proposed to] be situated in England and Wales should send their forms to the Cardiff office; those whose principal place of business is situated or proposed to be situated in Scotland to the Edinburgh office; and those whose principal place of business is situated or proposed to be situated in Northern Ireland to the Belfast office.
The information supplied on the form must include the following:
If all these particulars are in order, the Registrar will issue a certificate of registration, subject to the acceptability of the name. The Registrar will advise against the use of any name which is the 'same as' the name of a limited company, other legal body, or another limited partnership already on the register. In addition, the names of limited partnerships are controlled by the Business Names Act 1985.
The general partners are responsible for the delivery of Forms LP5 and LP6 whether or not the preparation of the documents was delegated to accountants or to anyone else.
The Limited Partnership Act 1907 provides for the imposition of penalties for various defaults in carrying out the requirements of the Acts and for failing to send to the Registrar the required forms.
Notice of any arrangement or transaction under which a general partner will become a limited partner in the firm must be advertised in the London
, Edinburgh
or Belfast
Gazette, as the case may be. Notice must also be advertised in the Gazette of any arrangement or transaction under which a limited partner's share in the firm will be assigned to somebody else. Until this is done these arrangements or transactions have no effect.
s. However, under section 717 of the Companies Act 1985
there are a number of exceptions to this rule, including:
According to Indian Partnership Act of 1932, Section 4, " Partnership is defined as the relation between two or more persons who have agreed to share the profits of business run by all or any one of them acting for all ".
- one or more persons called general partnerGeneral partnerGeneral partner is a legal term used to describe a person who joins with at least one other person to form a business. A general partner has responsibility for the actions of the business, can legally bind the business and is personally liable for all the business's debts and obligations.General...
s, who are liable for all debts and obligations of the firm; and - one or more persons called limited partners, who contribute a sum/sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.
Limited partners may not:
- draw out or receive back any part of their contributions to the partnership during its lifetime; or
- take part in the management of the business or have power to bind the firm.
If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.
Generally speaking, an individual or a legal body such as a company may be a partner in a limited partnership, either as a general or as a limited partner. A person cannot be both a general and a limited partner at the same time.
Registration process
A limited partnership must be registered under the Limited Partnership Act 1907. To register, you must deliver a statement (Form LP5), signed by all the partners, to the Registrar of CompaniesRegistrar of Companies
The Registrar of Companies for England, Wales & Scotland is the official responsible for Companies House, which deals with all filings relating to the Companies Act 1985 to 2006, ensuring the document filings are kept up-to-date and deals with any breaches of the Companies Act.The Registrar Of...
. Partnerships whose principal place of business is situated [or proposed to] be situated in England and Wales should send their forms to the Cardiff office; those whose principal place of business is situated or proposed to be situated in Scotland to the Edinburgh office; and those whose principal place of business is situated or proposed to be situated in Northern Ireland to the Belfast office.
The information supplied on the form must include the following:
- the firm's name;
- the general nature of the business;
- the address of the principal place of business;
- the full name of each partner, listing general and limited partners separately;
- the term (if any) for which the partnership is entered into;
- the date of its commencement;
- a statement that the partnership is limited and the description of every partner as such; and
- the sum contributed by each limited partner, and whether it is paid in cash or otherwise.
If all these particulars are in order, the Registrar will issue a certificate of registration, subject to the acceptability of the name. The Registrar will advise against the use of any name which is the 'same as' the name of a limited company, other legal body, or another limited partnership already on the register. In addition, the names of limited partnerships are controlled by the Business Names Act 1985.
The general partners are responsible for the delivery of Forms LP5 and LP6 whether or not the preparation of the documents was delegated to accountants or to anyone else.
The Limited Partnership Act 1907 provides for the imposition of penalties for various defaults in carrying out the requirements of the Acts and for failing to send to the Registrar the required forms.
Notice of any arrangement or transaction under which a general partner will become a limited partner in the firm must be advertised in the London
London Gazette
The London Gazette is one of the official journals of record of the British government, and the most important among such official journals in the United Kingdom, in which certain statutory notices are required to be published...
, Edinburgh
Edinburgh Gazette
The Edinburgh Gazette, along with the London Gazette and the Belfast Gazette, is an official newspaper of the United Kingdom government...
or Belfast
Belfast Gazette
The Belfast Gazette, along with the London Gazette and the Edinburgh Gazette, is an official newspaper of the United Kingdom government. It is published by The Stationery Office , on behalf of Her Majesty's Stationery Office in Belfast, Northern Ireland.The Belfast Gazette was first published on...
Gazette, as the case may be. Notice must also be advertised in the Gazette of any arrangement or transaction under which a limited partner's share in the firm will be assigned to somebody else. Until this is done these arrangements or transactions have no effect.
Limit on the number of partners
A limited partnership may not normally consist of more than 20 personPerson
A person is a human being, or an entity that has certain capacities or attributes strongly associated with being human , for example in a particular moral or legal context...
s. However, under section 717 of the Companies Act 1985
Companies Act 1985
The Companies Act 1985 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries.The Act was a consolidation of...
there are a number of exceptions to this rule, including:
- a partnership carrying on practice as solicitors and consisting of persons each of whom is a solicitor;
- a partnership carrying on practice as accountants where the partnership is eligible for appointment as a company auditor;
- a partnership carrying on business as members of a recognised stock exchange and consisting of persons each of whom is a member of that exchange;
- a partnership carrying on business as surveyors, auctioneers, valuers, estate agents, land agents, or estate managers and consisting of persons of whom at least three-quarters are members of the Royal Institute of Chartered Surveyors and of whom not more than one-quarter are limited partners;
- a partnership carrying on business as insurance brokers and consisting of persons each of whom is a registered insurance broker or an enrolled body corporate. (For the meaning of 'registered insurance broker' and 'enrolled body corporate' see section 29(1) of the Insurance Brokers (Registration) Act 1977.);and
- a partnership which is a collective investment schemeCollective investment schemeA collective investment scheme is a way of investing money alongside other investors in order to benefit from the inherent advantages of working as part of a group...
the operator of which, or the manager of the investments of which, is an authorised person under Part IV of the Financial Services and Markets Act 2000Financial Services and Markets Act 2000The Financial Services and Markets Act 2000 is an Act of the Parliament of the United Kingdom that created the Financial Services Authority as a regulator for insurance, investment business and banking.-Outline:...
or a European Economic AreaEuropean Economic AreaThe European Economic Area was established on 1 January 1994 following an agreement between the member states of the European Free Trade Association and the European Community, later the European Union . Specifically, it allows Iceland, Liechtenstein and Norway to participate in the EU's Internal...
firm or a Treaty firm with permission under the Act to operate the scheme or manage the investments.
According to Indian Partnership Act of 1932, Section 4, " Partnership is defined as the relation between two or more persons who have agreed to share the profits of business run by all or any one of them acting for all ".