Execution formalities—limited partnerships
Execution formalities—limited partnerships

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

  • Execution formalities—limited partnerships
  • Background
  • Authority
  • Simple contracts
  • Execution by the limited partnership
  • Execution on behalf of the limited partnership
  • Deeds

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited partnerships formed under the Limited Partnerships Act 1907.

Background

Limited partnerships are a special type of partnership governed by the Limited Partnerships Act 1907 (LPA 1907), which expressly preserves the provisions of Partnership Act 1890 (PA 1890) and the rules of equity and common law applicable to partnerships, except where they are inconsistent with the express provisions of the LPA 1907.

Limited partnerships are used widely in private equity and venture funds as investment fund vehicles.

Limited partnerships should not be confused with limited liability partnerships formed under the Limited Liability Partnerships Act 2000. For more information on the execution formalities for limited liability partnerships, see Practice Note: Execution formalities—limited liability partnerships and Precedents: Execution clause—limited liability partnership—contract and Execution clause—limited liability partnership—deed.

For more information on limited partnerships in general, see Practice Note: The nature of a limited partnership and its legal framework.

LPA 1907 was amended from 6 April 2017 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