Limited partnerships and insolvency—key principles
Produced in partnership with Martha Maher retired barrister of St John’s Chambers
Limited partnerships and insolvency—key principles

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 partnerships and insolvency—key principles
  • Brexit impact
  • Applicable legislation
  • Private fund limited partnerships
  • Key principles of limited partnerships
  • Companies House requirements
  • Dissolution
  • Bankruptcy/insolvency of limited partner
  • Company or partnership?
  • Modifications unique to limited partnerships
  • more

Brexit impact

This Practice Note is impacted by the decision of the UK on 23 June 2016 to leave the European Union. For details of the impact on the Recast Regulation on Insolvency, see Practice Note: Brexit—impact on Recast Regulation on Insolvency.

We will continue to monitor developments in this respect and throughout the negotiation period and beyond. In the meantime, for further reading on the impact of Brexit and related issues facing lawyers in this area, see Practice Note: Brexit—worst case scenarios for R&I lawyers.

For updates and details of other Brexit related developments and legislation, see Practice Note: Brexit SI tracker for R&I practitioners. For access to related documents and further reading on Brexit, see: Brexit toolkit.

Applicable legislation

Limited partnerships are created under the Limited Partnerships Act 1907 (LPA 1907). The provisions of the Partnership Act 1890 (PA 1890) together with the rules of equity and common law applicable to partnerships also apply to limited partnerships, subject to the provisions of LPA 1907.

A limited partnership, like a general partnership, is not a separate legal entity (Re Barnard, Martins Bank v Trustee).

For the most part, limited partnerships are subjected to the same law of insolvency as is applied to insolvent general partnerships and the Insolvent Partnerships Order 1994 (IPO 1994), SI 1994/2421 treats general partnerships and

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