Forming a limited partnership and continuing obligations

This Practice Note discusses the formation of a limited partnership under the Limited Partnerships Act 1907 (LPA 1907). It also covers, among other things, the requirements in relation to a limited partnership’s name, trading disclosures and accounts.

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. For further information on the changes that were introduced to LPA 1907 by LRO, 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.