Limited partnerships

A limited partnership consists of one or more:

  1. •

    general partners; who are liable for all of the debts and obligations of the firm

  2. •

    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:

  1. •

    the Partnership Act 1890 (the PA 1890)

  2. •

    rules of equity and common law applicable to partnerships, subject to the provisions of the Limited Partnerships Act 1907 (the LPA 1907)

  3. •

    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)

  4. •

    the Company Directors Disqualification Act 1986 (CDDA) (see Practice Note: Partnerships and the disqualification regime)

The Insolvency...

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