Limited partnership agreements
Limited partnership agreements

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

  • Limited partnership agreements
  • Default provisions
  • Common provisions in a limited partnership agreement
  • Department for Business, Energy & Industrial Strategy (BEIS) Consultation: Limited partnerships: reform of limited partnership law

This Practice Note discusses the provisions of a limited partnership agreement for limited partnerships formed under the Limited Partnerships Act 1907 (LPA 1907). It summarises the default statutory provisions that apply in the absence of a limited partnership agreement as well as the common provisions of a limited partnership agreement.

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 the LRO, see News Analysis: Proposed changes to the UK limited partnership framework and see: Forming a limited partnership—differences between limited partnerships which are