Ending a limited partnership—dissolution by the court

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Ending a limited partnership—dissolution by the court
  • Grounds for dissolution by the court
  • Permanent incapacity
  • Prejudicial conduct
  • Breaches of the limited partnership agreement making it not reasonably practicable to continue the limited partnership
  • Possible only to carry on the limited partnership’s business at a loss
  • Just and equitable circumstances

Ending a limited partnership—dissolution by the court

A limited partnership can be brought to an end by its:

  1. dissolution, or

  2. insolvency (see Practice Note: Ending a limited partnership—what is dissolution?)

This Practice Note examines how a limited partnership, including a private fund limited partnership (PFLP) may be brought to an end by its dissolution, where that dissolution is by order of the court. Much of the law relating to partnerships pursuant to the Partnership Act 1890 (PA 1890) is applicable to limited partnerships and is referred to throughout this note.

For other ways in which a limited partnership may be dissolved, see Practice Note: Ending a limited partnership—dissolution otherwise than by the court.

With effect from 6 April 2017, the Limited Partnerships Act 1907 (LPA 1907) was amended by the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (LRO), SI 2017/514. The LRO was first published in January 2017 by HM Treasury together with an accompanying explanatory document. The LRO was published further to a government consultation which commenced in July 2015 and concluded in October 2015 on proposed changes to UK limited partnership legislation to make such partnerships more effective vehicles for private equity and venture capital investments. These changes which were implemented by the LRO apply only to those limited partnerships which are designated as PFLPs. This Practice Note reflects therefore the provisions of LPA 1907

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