Limited partnerships

A limited partnership consists of one or more:

•
general partners; who are liable for all of the debts and obligations of the firm
•
limited partners; who do not take part in the management of the partnership business nor have power to bind the firm

A limited partnership, like a general partnership, is not a separate legal entity (see Practice Notes: The nature of a limited partnership and its legal framework and Limited partnership agreements).

Applicable legislation

Applicable legislation includes:

•
the Partnership Act 1890 (the PA 1890)
•
rules of equity and common law applicable to partnerships, subject to the provisions of the Limited Partnerships Act 1907 (the LPA 1907)
•
the Insolvent Partnerships Order 1994 SI 1994/2421 (IPO 1994)—which applies certain provisions of the Insolvency Act 1986 (IA 1986) and Insolvency Rules 2016, SI 2016/1024 to partnerships, subject to necessary modifications and treats limited partnerships like general partnerships for insolvency purposes (see General partnerships and insolvency—overview)
•
the Company Directors Disqualification Act 1986 (CDDA) (see Practice Note: Partnerships and the disqualification regime)

The Insolvency

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Restructuring & Insolvency News

The need to show an undisputed or at least undisputable debt in winding up proceedings (McGann v Eldonian Community Trust Ltd)

Restructuring & Insolvency analysis: This case concerns a disputed winding‑up petition brought by Mr Anthony McGann against Eldonian Community Trust Ltd (Eldonian), a company limited by guarantee in Liverpool. McGann claimed to be a creditor for £18,755, which he alleged related to personal payments he made to lawyers and accountants on Eldonian’s behalf. He argued Eldonian had authorised him to make such payments and to be reimbursed. Eldonian opposed the petition, disputing both liability and McGann’s standing as a creditor. Key issues included: the authenticity of a retrospectively altered invoice, alleged invalid appointment of directors and trustees at the relevant time, whether the services were provided for Eldonian rather than another entity, and a purported cross‑claim alleging McGann acted as a de facto or shadow director. The court held there was a bona fide dispute on substantial grounds as to the alleged debt, meaning McGann lacked standing to petition. The winding‑up petition was therefore dismissed. Written by Alex Akin, associate at Keidan Harrison LLP.

Too much information? The limit of office-holders’ powers under sections 235 and 236 of the Insolvency Act 1986 (Re Eversholt Rail (365) Limited)

Restructuring & Insolvency analysis: Sir Anthony Mann robustly upheld a decision by ICC Judge Burton refusing the applicant joint liquidators’ relief under sections 235 and 236 of the Insolvency Act 1986 (IA 1986). The liquidators had applied seeking the provision of a very wide range of records and information in connection with the business of the company from a connected company and a firm of solicitors. In upholding ICCJ Burton’s dismissal of the application, the judge gave useful guidance as to what office-holders have to establish about their needs and entitlement to information and documents under IA 1986, ss 235 and 236. In particular, the judge made clear that a desire to reconstitute the knowledge of the company is not, by itself and without more in any individual case, a sufficient reason to seek all documents relating to a company (what the judge referred to as ‘everything forever’). Written by James Knott, barrister at 4 Stone Buildings.

Business rates liability, CVAs intersect and proprietary rights (City of London v Robinson Webster)

Restructuring & Insolvency analysis: In The Mayor and Commonalty and Citizens of the City of London v Robinson Webster (Holdings) Ltd, the High Court, sitting as a Divisional Court (Lord Justice Holgate and Mr Justice Mould), considered the effect of company voluntary arrangements (CVAs) on liability for non-domestic rates on unoccupied property. Allowing the City of London Corporation’s appeal, the court held that a tenant subject to a CVA remained the ‘owner’ of premises for the purposes of section 45 of the Local Government Finance Act 1988 (LGFA 1988), even where its lease had not been surrendered, notwithstanding CVA provisions requiring the tenant to ‘exit’ the premises and offering to relinquish possession. The court’s analysis clarified that the purposive interpretation of ‘owner’ adopted in Rossendale BC v Hurstwood Properties (A) Ltd applies where a right to possession is created solely to avoid liability for rates. Rossendale does not justify reallocating liability between landlord and tenant where the underlying lease is a genuine commercial transaction. The judgment provides important guidance on the limits of CVAs in affecting proprietary rights and confirms that Parliament has not exempted companies subject to CVAs from liability for non-domestic rates on unoccupied property. Written by Katherine (Kate) Traynor, barrister at Landmark Chambers.

Civil Procedure (Amendment) Rules 2026

The Civil Procedure (Amendment) Rules 2026, SI 2026/97 amend the Civil Procedure Rules 1998. Most provisions commence on 6 April 2026, with two amendments commencing at a date to be determined by other legislation.

View Restructuring & Insolvency by content type :

News