Ending a limited partnership—solvent winding-up
Ending a limited partnership—solvent winding-up

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

  • Ending a limited partnership—solvent winding-up
  • Consequences of a general dissolution
  • Notice of a general dissolution
  • Continuing authority on a general dissolution
  • Rights of a deceased or retired partner in certain circumstances following a general dissolution
  • Amount due to a deceased or retired partner to be a debt
  • Distribution of assets and losses following a general dissolution
  • Return of premiums following a general dissolution
  • Dealing with goodwill following a general dissolution
  • The position of employees following a dissolution

This Practice Note discusses limited partnerships 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.

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 reflects therefore the provisions of LPA 1907 as amended by the LRO in respect of the inclusion of PFLPs in the English limited partnership regime. See News Analysis: Proposed changes to the UK limited partnership framework and see: Forming a limited partnership—differences between limited partnerships which are and are not designated as private fund limited partnerships (PFLPs)—checklist.

A partnership can be brought to end by its:

  1. dissolution (see Practice Note: Ending