Ending a limited partnership—what is dissolution?
Ending a limited partnership—what is dissolution?

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

  • Ending a limited partnership—what is dissolution?
  • What is dissolution?
  • Technical dissolution
  • General dissolution
  • How is a limited partnership dissolved?

A limited partnership formed under the Limited Partnerships Act 1907 (LPA 1907) can be brought to an end by its:

  1. dissolution, or

  2. insolvency

A great deal of the same law that applies to general partnerships pursuant to the Partnership Act 1890 (PA 1890) and case law also applies to limited partnerships and is referred to throughout this note.

This Practice Note explains what ‘dissolution’ means in relation to a limited partnership.

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