Limited partnership insolvency
Produced in partnership with Martha Maher retired barrister of St John’s Chambers
Limited partnership insolvency

The following Restructuring & Insolvency guidance note Produced in partnership with Martha Maher retired barrister of St John’s Chambers provides comprehensive and up to date legal information covering:

  • Limited partnership insolvency
  • Relevant legislation
  • Position of partner with limited liability
  • Liability of limited partner as contributory
  • Liability of limited partner as an officer
  • Limited partnership documents

Relevant legislation

Limited partnerships can be created under the Limited Partnerships Act 1907 (LPA 1907).

Importantly for limited partnerships, The Insolvency (Miscellaneous Amendments) Regulations 2017, SI 2017/1119 updates The Insolvent Partnerships Order 1994 (IPO 1994) to replace references to ‘the Insolvency Rules 1986’ with ‘the IR 2016’ and also includes amendments to the Company Directors Disqualification Act 1986 (CDDA), which introduced a number of reforms to the director disqualification regime including: extending the matters of unfitness that must be considered when making a disqualification, increasing the limitation date for a disqualification application to three years and the ability to seek a compensation order against a disqualified director. For further details, see the Government’s Explanatory Memorandum and Aligning provisions of general insolvency law—the Insolvency (Miscellaneous Amendments) Regulations 2017.

Position of partner with limited liability

Under the LPA 1907 it is possible for some members of the partnership to have limited liability provided that:

  1. they do not interfere in the management of the partnership and

  2. there is at least one general partner who does accept liability for all the debts and obligations of the firm

Under LPA 1907, s 4(2A), a limited partner in a limited partnership that is not a private fund limited partnership (PFLP) shall ‘at the time of entering into the partnership, contribute to the partnership a sum

Related documents: