Ending a limited partnership—dissolution otherwise than by the court
Ending a limited partnership—dissolution otherwise than by the court

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

  • Ending a limited partnership—dissolution otherwise than by the court
  • Ways that a limited partnership may be dissolved otherwise than by the court
  • Dissolution by notice
  • Dissolution by expiry of term
  • Dissolution by completion of purpose
  • Dissolution by the death or bankruptcy of a partner
  • Dissolution as a result of a charging order
  • Dissolution by illegality
  • Dissolution as a result of an agreement between the partners
  • Dissolution by cessation of the business
  • more

This Practice Note discusses limited partnerships (as defined) formed under the Limited Partnerships Act 1907 (LPA 1907) and governed by English law, as distinct from general partnerships formed under the Partnership Act 1890 (PA 1890), limited liability partnerships and partnerships governed by Scottish law.

A limited partnership can be brought to its end by:

  1. dissolution (see Practice Note: Ending a limited partnership—what is dissolution?), or

  2. insolvency

This Practice Note examines how a limited partnership may be brought to an end by its dissolution, where that dissolution is not ordered by the court.

In relation to the dissolution of a partnership by order of the court, see Practice Note: Ending a limited partnership—dissolution by the court.

With effect from 6 April 2017, LPA 1907 was amended by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO). A draft of 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 private fund limited partnerships (PFLPs). This Practice Note