Companies House

Limited Partnership - GPO2

August 2013 - Version 2.6

as modified by the Companies Act 2006

PDF version of this page (58KB)

Is this guidance for you?

This guide will be relevant to you if:

• are intending to register a limited partnership
• are a limited or general partner of a limited partnership
• act as an adviser to a limited partnership

Contents

Introduction
Chapter 1 - Limited partnership registration
Chapter 2 - Further Information

This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

Introduction

This guide explains what you need to do to register a limited partnership.

If you are considering forming a limited partnership, you should refer to the legislation governing limited partnerships or seek specialist legal advice.

You will find the relevant law in the Limited Partnerships Act 1907 (as modified by the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013).

Chapter 1 - Limited partnership registration

1. What is a limited partnership?

A limited partnership consists of:

• one or more persons called general partners, who are liable for all debts and obligations of the firm
• one or more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. Generally, limited partners are not liable for the debts and obligations of the firm beyond the amount contributed (but see question 7)

2. What restrictions are there on the limited partners?

Limited partners may not:

• draw out or receive back any part of their contribution to the partnership during its lifetime (this does not apply to authorised limited partnerships)
• take part in the management of the business
• 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, received back or incurred, as the case may be, while taking part in the management of the company.

3. Who can be a partner?

Generally speaking (but see question 7), 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.

4. Must limited partnerships register?

Yes. Until your partnership is registered, all partners will be equally responsible for any debts and obligations incurred.

5. How do I register my limited partnership?

A limited partnership must be registered under the Limited Partnerships Act 1907. To register, you must deliver an application for registration (Form LP5), signed by all the partners, to the Registrar. The limited partnership will come into existence on registration of an acceptable LP5.

Partnerships whose principal place of business is situated or proposed to be situated in England and Wales should send their forms to the Cardiff or London 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, including the appropriate name ending - Limited Partnership, LP ;(or a limited partnership registered in Wales, with its principal place of business in Wales may use Partneriaeth Cyfyngedig or PC
• 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 (this begins with the date of registration)
• a statement that the partnership is limited and the description of every partner as such
• 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.

There is a 3pm deadline for the processing of all same-day applications. All documentation must be delivered to the appropriate office, correctly completed and including the appropriate fee, by this deadline to be processed on that day. Customers should enclose a telephone number with all applications to enable our staff to make contact regarding collections or rejections. All certificates can be posted upon request.

Any rejected applications will be notified by phone when all other queued applications have been processed. Once corrected, the application must be returned to Companies House by 3pm to be processed that day.

Please note that any applications received after 3pm and before 5pm will be retained to be processed on the following working day. For partnerships whose proposed principal place of business will be situated in England or Wales, we advise against submitting a same-day application after 5pm as all post received after this time will be forwarded, unopened, to our Cardiff office.

Please note that same day applications made for either Scottish or Northern Irish companies cannot be processed at the London office. These applications are only processed at our offices in Edinburgh and Belfast respectively.

6. How much does it cost?

The general registration fee is £20. The fee for a same day registration is £100. Cheques should be made payable to 'Companies House'.

7. What is an ‘authorised partnership’?

After having registered as a limited partnership, the general partner can apply to the Financial Conduct Authority (FCA) for authorisation to act as an Authorised Contractual Scheme (ACS). If the limited partnership meets certain conditions, the FCA may authorise it to act as an ACS. The conditions are:

• that the scheme is a limited partnership (and has registered as such with the registrar of companies);
• that the limited partnership -
  • at any time has only one general partner
  • on formation, has only one limited partner, who is a person nominated by the general partner (“the nominated partner”)
• that the arrangements constituting the partnership are set out in a deed that is entered into between the general partner and the nominated partner
• that the deed prohibits such pooling as is mentioned in section 235(3)(a) (of the Financial Services and Markets Act 2000) in relation to separate parts of the property
• that the deed provides that if an authorisation order is made in respect of the limited partnership -
  • the property subject to the scheme is to be held by, or to the order of, a person appointed to be a depositary
  • the limited partners, other than the nominated partner, are to be the participants in the scheme
  • the partnership is not dissolved on any person ceasing to be a limited partner provided that there remains at least one limited partner

The general partner must be a corporate body incorporated in the UK, or in another EEA state and it must have a place of business in the UK, or in another EEA state.

Note: This guidance cannot provide detailed guidance or advice on authorisation, operation or regulation as an ACS. For that you would need to seek guidance from the FCA  or take your own independent legal advice.

8. Can an overseas limited partnership register?

Not usually. The Limited Partnership Act requires partnerships to register in that part of the United Kingdom where their principal place of business is situated or is proposed to be situated. An oversea partnership usually has its principal place of business overseas, and would not be registered for that reason.

9. What if some of my partnership details change?

If any alteration is made to any of the details previously registered, the Registrar must be notified of the change on Form LP6 within seven days.

10. What, in particular, must an authorised partnership notify to Companies House?

An authorised partnership must notify Companies House that it has been authorised by the FCA and must include the authorisation number on the LP6. It must also notify Companies House if that authorisation is revoked.

An authorised partnership need not notify changes in limited partners or changes in sums contributed by limited partners.

A new form LP6 has been prescribed to include provision for notification of the changes specific to authorised partnerships.

The FCA authorisation number will be recoded at Companies House. Anybody wishing to verify details of the partnership can use the authorisation number to search the FCA register.

11. Does a limited partnership need to send accounts to Companies House?

Not usually. There is no requirement for a limited partnership to send accounts to Companies House unless the The Partnerships (Accounts) Regulations 2008 - SI 569/2008 apply. Amendments to these regulations made by the Companies and Partnerships (Accounts and Audit) Regulations 2013 are due to commence for accounting years beginning on or after 1 October 2013. Guidance on the amended regulations is available in Chapter 9 of our guidance: GP2 Life of a Company - Part 1 Annual Requirements.

Where these regulations apply those General Partner(s) that are UK limited companies, must attach a copy of the partnership’s accounts to the copy of their own limited company accounts that they submit for filing.

12. Can a limited partnership be dissolved?

Yes. In the event of the dissolution of a limited partnership, the general partners must wind up its affairs unless the court orders otherwise.

Subject to any agreement between the partners, a limited partner is not entitled to dissolve the partnership by notice, and the other partners are not entitled to dissolve the partnership merely by reason of any limited partner suffering his share to be charged for his separate debt.

The death or bankruptcy of a limited partner is not a ground for dissolution. The fact that a limited partner is a 'person of unsound mind' is not a ground for dissolution of the partnership by a court, unless the person's share in the partnership cannot be otherwise ascertained and realised.

13 Can a limited partnership name be removed from the Registrar’s index of names?

Although a limited partnership can be dissolved as explained above, the 1907 Act does not make it a requirement to notify Companies House. If you do send Companies House notification of dissolution on a form LP6 it will be accepted in good faith but the limited partnership name will remain on the live index of names.

14. Who must deliver these particulars?

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 Partnerships Act 1907 provides for the imposition of penalties for various defaults in carrying out the requirements of the Act and for failing to send to the Registrar the required forms.

With the exception of ‘authorised’ partnerships (as set out in Q7), 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.

Chapter 2 - Further information

1. Where can documents be inspected?

All registration documents relating to English and Welsh partnerships may be inspected at:

Companies House
Crown Way
Cardiff CF14 3UZ
Tel: 0303 123 4500

or they may also be made available by giving two days' notice at:

The London Search Room
Companies House
4 Abbey Orchard Street
Westminster
London
SW1P 2HT
Tel: 0303 123 4500

Scottish partnership documents may be inspected at:

Companies House
Fourth Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF
or
LP - 4 Edinburgh 2 (Legal Post)
or
DX ED235 Edinburgh 1

Northern Ireland partnership documents may be inspected at:

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
Northern Ireland BT2 8BG
or
DX 481 N.R. Belfast 1

Tel 0303 123 4500

Further enquiries may be addressed to the Registrar of Limited Partnerships at the above addresses.

2. Where do I get forms and guidance?

This is one of a series of Companies House guidance which provide a simple guide to the Companies Act.

All statutory forms and guides are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0303 1234 500.

Forms can also be obtained from company law stationers, accountants, solicitors and company formation agents - addresses in business phone books.

3. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier) including outside office hours, bank holidays and weekends.

You may also send documents by post or by the Document Exchange Service (DX). If you send documents you should address them to:

If you are sending documents by post, courier or Document Exchange Service (DX) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.

Please note: An acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.

Please note: Companies House does not accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.