The nature of a limited partnership and its legal framework
The nature of a limited partnership and its legal framework

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

  • The nature of a limited partnership and its legal framework
  • Sources of limited partnership law
  • What is a limited partnership?
  • Who is a partner?
  • Partners and employee/worker status
  • Holding out
  • A partner’s share
  • A general partner’s authority
  • A partner’s liability
  • Relationship between partners
  • more

Sources of limited partnership law

The main body of law governing a limited partnership formed under English law (as opposed to a general partnership, a limited liability partnership or a general partnership formed under Scottish law) is the Limited Partnerships Act 1907 (LPA 1907). However, it is not a complete code of the law on limited partnerships and expressly preserves the provisions of the Partnership Act 1890 (PA 1890) and rules of equity and common law applicable to partnerships, except where they are inconsistent with the express provisions of the LPA 1907.

As is the case for general partnerships, there will often be a written agreement between the partners setting out the rights and duties of the partners between themselves although this is not obligatory, save where the limited partnership is designated as a private fund limited partnership (see Practice Note: Limited partnership agreements). Both the LPA 1907 and the PA 1890 set out a number of provisions that will apply if no specific agreement is entered into. These default provisions or any provision in a written agreement, may be varied by the consent of all the partners and such consent may be either express or inferred from a course of dealing.

Other legislation affecting limited partnerships includes the Companies Act 2006, which regulates limited partnership names and trading disclosures and