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Limited Partnerships

LIMITED PARTNERSHIP (1907 Limited Partnership Act)

It is still possible to form a Limited Partnership with Companies House. We no longer provide this service and recommend customers contact Companies House directly for advice on 0303 1234500.

To register your limited partnership we require the following information

  • the firm's name;
  • the general nature of the business;
  • the address of the principal place of business;
  • the full name of each partner, listing general and limited partners separately;
  • the term (if any) for which the partnership is entered into;
  • the date of its commencement;
  • the sum contributed by each limited partner, and whether it is paid in cash or otherwise.

You can contact Companies House on 0303 1234500.

Tax considerations

As a partner you will have to account to the tax authorities for any share of profit from the enterprise (NOTE: Share of profit is NOT the same as the amount of drawings you take from the business) and tax up to the maximum rate of 40% may be levied. Before registering a Limited Partnership we strongly advise you seek the advice of a tax adviser to make sure that this is your best option.

Further notes on Limited Partnerships

What is a limited partnership?

A limited partnership consists of one or more persons called general partners, who are liable for ALL debts and obligations of the firm; and one or more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. Limited partners are NOT liable for the debts and obligations of the firm beyond the amount contributed.

What restrictions are there on the limited partners?

Limited partners may not draw out or receive back any part of their contribution to the partnership during its lifetime; or take part in the management of the business or have power to bind the firm. If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.

Who can be a partner?

Generally speaking, an individual or a legal body such as a company may be a partner in a limited partnership, either as a general or as a limited partner. A person cannot be both a general and a limited partner at the same time.

Must limited partnerships register?

Yes. Until your partnership is registered, it will be regarded as a general partnership with both the general and limited partners jointly and severally responsible for any debts and obligations incurred.

Can an overseas limited partnership register?

Not usually. The Limited Partnership Act requires partnerships to register in that part of the United Kingdom where their principal place of business is situated or is proposed to be situated. An overseas partnership usually has its principal place of business overseas, and would not be registered for that reason.

Can I choose any name I wish for my partnership?

Not entirely. No name will be registered that is the same as that of a limited company, other legal body, or another limited partnership already on the register at Companies House. In addition, the names of limited partnerships are controlled by the Business Names Act 1985. Also the use of certain names is an offence under certain Acts. In particular, it is an offence for a person who is not a public company to use a name ending in 'public limited company' or its Welsh equivalent, and it is also an offence for any person to use a name which ends with 'limited' or its Welsh equivalent, unless duly incorporated with limited liability (see sections 33 and 34 of the Companies Act 1985).

Is there a limit on the number of partners?

A limited partnership may not normally consist of more than 20 persons. However, under section 717 of the Companies Act 1985 there are a number of exceptions to this rule, including:

  • a partnership carrying on practice as solicitors and consisting of persons each of whom is a solicitor;
  • a partnership carrying on practice as accountants where the partnership is eligible for appointment as a company auditor;
  • a partnership carrying on business as members of a recognised stock exchange and consisting of persons each of whom is a member of that exchange;
  • a partnership carrying on business as surveyors, auctioneers, valuers, estate agents, land agents, or estate managers and consisting of persons of whom at least three-quarters are members of the Royal Institute of Chartered Surveyors or the Incorporated Society of Valuers and Auctioneers and of whom not more than one-quarter are limited partners;
  • a partnership carrying on business as insurance brokers and consisting of persons each of whom is a registered insurance broker or an enrolled body corporate. (For the meaning of 'registered insurance broker' and 'enrolled body corporate' see section 29(1) of the Insurance Brokers (Registration) Act 1977.);and
  • a partnership which is a collective investment scheme the operator of which, or the manager of the investments of which, is an authorised person under Part IV of the Financial Services and Markets Act 2000 or a European Economic Area firm or a Treaty firm with permission under the Act to operate the scheme or manage the investments.

What if some of my partnership details change?

If any alteration is made to any of the details previously registered, Companies House must be notified of the change within seven days.

Do I have to publish any details of the partnership?

The Business Names Act 1985 requires all businesses trading under names other than those of their owners to display their owners' names and an address at which documents can be served. This information must be displayed both at business premises and on business stationery. It must also be supplied in writing at the request of any person with whom you are doing business. Where the partnership consists of more than 20 persons certain exceptions apply to the business stationery requirements.

Can a limited partnership be dissolved?

Yes. In the event of the dissolution of a limited partnership, the general partners must wind up its affairs unless the court orders otherwise. Subject to any agreement between the partners, a limited partner is not entitled to dissolve the partnership by notice, and the other partners are not entitled to dissolve the partnership merely by reason of any limited partner suffering his share to be charged for his separate debt. The death or bankruptcy of a limited partner is not a ground for dissolution. The fact that a limited partner is a 'person of unsound mind' is not a ground for dissolution of the partnership by a court, unless the person's share in the partnership cannot be otherwise ascertained and realised.

Who must deliver these particulars?

The general partners are responsible for the delivery of particulars whether or not the preparation of the documents was delegated to accountants or to anyone else.
The Limited Partnership Act 1907 provides for the imposition of penalties for various defaults in carrying out the requirements of the Acts and for failing to send to the Registrar the required forms. Notice of any arrangement or transaction under which a general partner will become a limited partner in the firm must be advertised in the London, Edinburgh or Belfast Gazette, as the case may be. Notice must also be advertised in the Gazette of any arrangement or transaction under which a limited partner's share in the firm will be assigned to somebody else. Until this is done these arrangements or transactions have no effect.

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