This limited partnership Agreement is made on [insert day and month] 20 [insert year] Parties 1 [insert name of general partner] of [insert address] (the General Partner); and 2 Each of the persons whose names are listed in Schedule 1, Part B. BACKGROUND (A) The Limited partnership has been registered as a limited partnership in England under the LPA 1907 with number LP [insert number]. (B) The General Partner has agreed to be the general partner of the Limited Partnership and manage the business of the Limited Partnership and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below. (C) The General Partner and the Limited Partners wish for the Limited Partnership to carry on the Business and to agree to regulate the affairs of the Limited Partnership on the terms set out below. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement, unless the context otherwise requires: Accountants • means [insert name of Limited Partnership’s accountants] or such other firm of chartered accountants as are appointed to replace them in accordance with the provisions of this Agreement; Accounting Date • means [insert initial Accounting Date] or such other date as may be determined in accordance with the provisions

Written agreement between the general partner(s) and limited partners to a limited partnership setting out the rights and duties of the partners between themselves.

This Practice Note discusses the provisions of a limited partnership agreement for limited partnerships formed under the Limited Partnerships Act 1907 (LPA 1907). It summarises the default statutory provisions that apply in the absence of a limited partnership agreement as well as the common provisions of a limited partnership agreement. With effect from 6 April 2017, LPA 1907 was amended by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO). A draft of the LRO was first published in January 2017 by HM Treasury together with an accompanying explanatory document. The LRO was published further to a government consultation which commenced in July 2015 and concluded in October 2015 on proposed changes to UK limited partnership legislation to make such partnerships more effective vehicles for private equity and venture capital investments. These changes which were implemented by the LRO apply only to those limited partnerships which are designated as private fund limited partnerships (PFLPs). This Practice Note therefore reflects the provisions of LPA 1907 as amended by the LRO in respect of the inclusion of PFLPs

This limited partnership Agreement is made on [insert day and month] 20 [insert year] Parties 1 [insert name of general partner] of [insert address] (the General Partner); and 2 Each of the persons whose names are listed in Schedule 1, Part B. BACKGROUND (A) The Limited partnership has been registered as a limited partnership and designated as a private fund limited partnership in England under the LPA 1907 with number LP [insert number]. (B) The General Partner has agreed to be the general partner of the Limited Partnership and manage the business of the Limited Partnership and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below. (C) The General Partner and the Limited Partners wish for the Limited Partnership to carry on the Business and to agree to regulate the affairs of the Limited Partnership on the terms set out below. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement, unless the context otherwise requires: Accountants • means [insert name of Limited Partnership’s accountants] or such other firm of chartered accountants as are appointed to replace them in accordance with the provisions

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), SI 1994/2421 to replace references to the Insolvency Rules 1986, SI 1986/1925 with the Insolvency (England and Wales) Rules 2016, SI 2016/1024 and also includes amendments to the Company Directors Disqualification Act 1986 (CDDA 1986), 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 News Analysis: Aligning provisions of general insolvency law—the Insolvency (Miscellaneous Amendments) Regulations 2017. Position of partner with limited liability Under LPA 1907, it is possible for some members of the partnership to have limited liability provided that: • they do not interfere in the management of the partnership

A partnership that is registered in accordance with the Limited Partnerships Act 1907 (LPA 1907) with one or more general partners (who have responsibility for managing the partnership business) and one or more limited partners (who take no positive role in the operation of the business in exchange for a limited liability status).

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 limited partnerships in the same way for insolvency purposes. There are a number of modifications contained in the IPO 1994, SI 1994/2421 unique to limited partnerships. These derive from the fact that while a general partner, for insolvency purposes, is subject to the same rules as a general partner in an ordinary partnership, modified rules apply to the limited partner due to their having limited liability. Importantly

This fundamentals note considers some of the key characteristics of limited partnerships established in England under the Limited Partnerships Act 1907 (LPA 1907). What is a limited partnership? A limited partnership is a form of partnership vehicle created under the LPA 1907, which among other uses, has been employed as the standard vehicle for private equity funds. Like a general partnership, a limited partnership is not a legal entity but is a relationship between partners, ie unlike a body corporate, a limited partnership established in England does not have separate legal personality. LPA 1907 defines a limited partnership as consisting of: • one or more persons called ‘general partners’ who are jointly and severally liable for all debts and obligations of the partnership, and • one or more persons called ‘limited partners’ For further information see Practice Note: The nature of a limited partnership and its legal framework — What is a limited partnership? What is a private fund limited partnership (PFLP)? A private fund limited partnership (PFLP) is a form of limited partnership vehicle under the

A limited power of attorney is an authority granted by a donor to an attorney to act only in specified matters or for a defined period, rather than giving broad control over the donor’s affairs. It is commonly used for discrete transactions, such as signing a property transfer, managing a particular bank account, or conducting a single commercial deal while the donor is unavailable.In England and Wales and Northern Ireland, it is usually created as an ordinary (or general) power of attorney restricted by express terms in the instrument; it is not a separately defined statutory category, although ordinary powers of attorney are recognised by legislation (for example, the Powers of Attorney Act 1971). In Ireland and Scotland, similar arrangements are often described as a specific, special or limited mandate under general agency or powers of attorney principles.A limited power of attorney normally ceases on revocation by the donor, expiry of any stated time limit, completion of the specified task, or loss of the donor’s capacity (unless validly structured under enduring / continuing power of attorney regimes, which generally provide broader, not limited, authority).

Mechanism under the Pensions Act 1995, s 51 which calculates the statutory minimum rate by which pensions in payment under an occupational pension scheme must be increased annually. Limited price indexation (LPI) effectively means the relevant price index is capped at a certain percentage.

This checklist is designed to help you determine whether you have the systems in place to comply with the legal and regulatory requirements relating to limiting liability. It should be read in conjunction with: Limiting liability—law firms—overview. Required document or action Comments 1 Do

This Practice Note provides guidance on limitation clauses and exclusion clauses (sometimes referred to as exemption or exception clauses) in construction contracts, including financial caps, exclusions of consequential loss (also known as indirect loss) and common carve-outs, as well as other ways in which liability may be limited. It also considers restrictions and controls on the ability to limit or exclude liability, including under the Unfair Contract Terms Act 1977 (UCTA 1977), Defective Premises Act 1972 (DPA 1972) and the Consumer Rights Act 2015 (CRA 2015). Construction contracts can range from small residential schemes to large infrastructure or commercial development projects. The potential exposure for contractors (and consultants and sub-contractors) where something goes wrong can be huge, particularly if they are responsible for design. Professional indemnity insurance can help to protect parties in respect of certain claims, but may not be adequate to provide total cover. It is therefore not surprising that parties regularly seek to limit their exposure to a claim for damages by way of clauses which expressly limit, or even exclude, liability. It