A limited partnership is a special type of business partnership that has at least one ‘general partner’ and one ‘limited partner’. Most often used for investment purposes, this structure shares some of the features of both a general partnership and a limited liability partnership (LLP).
Let’s take a look at the limited partnership model in more detail below, including why you would use one, how it differs from a general partnership and an LLP, and how to set up a limited partnership in the UK.
What is a limited partnership?
A limited partnership (LP) is a legal business structure that sits somewhere in between a general partnership (i.e a traditional business partnership) and a limited liability partnership (LLP).
In accordance with the Limited Partnership Act 1907, limited partnerships must be formed with at least one ‘general partner’ and one ‘limited partner’.
These two types of partners have different responsibilities and levels of personal liability.
- General partners are responsible for running all aspects of the business and have unlimited personal liability for the partnership’s debts and obligations.
- Limited partners contribute capital and enjoy the protection of limited liability, but they do not take part in the management of the business.
In the same manner as companies and LLPs, limited partnerships must register with Companies House.
However, only Scottish limited partnerships (those formed in Scotland) exist as legal entities that are separate from their partners. This means that they can hold assets and enter into contracts in their own right, thus providing ‘beneficial ownership’ to the partners in the business.
Conversely, limited partnerships registered in England & Wales or Northern Ireland are not legally separate. This lack of legal personality is more akin to the general partnership model.
Like all types of business partnerships, LPs provide organisational flexibility and tax transparency. What makes this structure unique, however, is the extent to which it can accommodate the specific requirements of individual investors as ‘limited members’.
Consequently, it is the vehicle of choice for holding real estate, structuring hedge funds and private equity investments, and managing venture capital funds.
Difference between general partners and limited partners
Limited partnerships have two types of partners: general partners and limited partners. Their roles, responsibilities, and rights are vastly different.
General partners
- General partners have unlimited liability, which means that they are personally liable for the partnership’s activities, debts, and obligations to third parties.
- They have full operational control and are responsible for all day-to-day activities and decision-making associated with running the business.
- They may also contribute capital to the partnership.
- To minimise their risk of liability, general partners are often limited companies or LLPs.
- They have the power to make binding (irreversible) decisions and act on behalf of the partnership without consulting or seeking approval from the limited partners.
Limited partners
- Limited partners have limited liability. This means that their personal liability (i.e. what they are at risk of losing) is limited to the sum of their investment in the business.
- Generally, they are always the investors in the business. Their role is solely to contribute capital, which is usually pooled in a collective fund and used to finance the partnership.
- They do not participate in the decision-making or day-to-day management of the partnership. As such, limited partners are often referred to as ‘silent partners’ or ‘passive investors’.
- Limited partners are usually institutional investors, such as pension funds, insurance companies, and individuals with a high net worth.
- They will lose their limited liability protection if they partake in the management of the partnership, or have the power to make binding decisions for the business.
- If a limited partner removes or receives back any part of their investment during the LP’s lifetime, they will become liable for the partnership’s debts and obligations up to that sum.
Who can be a partner in a limited partnership?
Any individual person or corporate entity (e.g. a limited company or LLP) can be a general partner or limited partner in an LP. However, it is not possible for one individual or entity to be both a general partner and limited partner at the same time.
Should the need arise, partners do have equal capacity to switch status from general to limited, or limited to general.
Limited partnerships vs general partnerships
Limited partnerships and general partnerships are similar in a number of ways.
Both structures are set up by two or more partners, who join forces to carry on a business in common with the aim of making a profit.
The internal structure of a general partnership and a limited partnership allows for organisational flexibility. Additionally, they are both ‘transparent’ for tax purposes, meaning that each partner pays personal tax on their individual share of business profits as and when they arise – rather than the actual partnership being taxed as a whole.
However, these two partnership structures differ in the types of partners they have and the way in which the business is registered.
Limited partnerships require both general partners and limited partners, which we discussed earlier in the post. General partnerships, on the other hand, have only one type of partner, each of whom shares personal responsibility for the business. This includes:
- Contributing capital and paying business-related costs
- Managing the partnership and making business decisions
- Sharing business profits
- Covering losses – they have unlimited liability for the actions, debts, and obligations of the business
Another key difference is that limited partnerships are required to register with Companies House, whilst general partnerships need only register with HMRC.
Limited partnerships vs limited liability partnerships (LLPs)
Again, both limited partnerships and LLPs are formed by two or more partners who share a common business goal with a view to making a profit.
They are both tax transparent and provide organisational flexibility in terms of funding, management, decision making, and profit sharing.
In a limited partnership, only the limited partners benefit from limited liability protection and they do not take part in the management of the business. Whereas in an LLP, all members (partners) have limited liability protection and are involved in the running of the business.
Both of these partnership structures must register with Companies House. However, only LLPs and Scottish limited partnerships (SLPs) exist as separate legal entities in their own right. LPs formed in England & Wales or Northern Ireland are not legally distinct from their partners.
Limited liability partnerships have a number of reporting requirements for Companies House, including filing accounts and confirmation statements, disclosing information about people with significant control (PSCs), and maintaining statutory registers at their registered office address. Details of the LLP are also available publicly on the central register at Companies House, including their accounts.
Only SLPs are required to file confirmation statements, provide information about PSCs, and maintain a PSC register. These filing obligations do not apply to LPs formed in England & Wales or Northern Ireland, and there is no requirement for any UK LPs to prepare accounts for Companies House.
Who would set up a limited partnership?
Limited partnerships are typically used for investment purposes, making them a popular choice for structuring private equity (PE) and venture capital (VC) funds and other types of passive investment arrangements.
One of the benefits of structuring funds as limited partnerships is that the liability of investors is limited to the sum of their capital contributions. This financial protection provides reassurance that they will not be liable for the actions or debts of the businesses they are funding.
For fund managers across PE and VC, limited partnerships are ideal for structuring investments in a pooled format. This enables multiple investors to spread their risk and consolidate their capital into one large fund, which can then be used to finance a portfolio of startups.
Limited partnerships are also beneficial for businesses with high startup costs, or those which require investment from a variety of parties. For example:
- Small businesses with significant overheads, such as retail or hospitality ventures. Limited partners can provide funding to facilitate the purchase of premises, equipment, and stock, whilst general partners take care of day-to-day operations and management.
- Real estate ventures, whereby several limited partners provide capital to invest in the purchase and development of property. General partners will oversee construction, maintenance, and letting, whilst limited partners will generate profit from rental income and/or the future resale of the property.
- Pension funds using Scottish limited partnerships as investment or co-investment vehicles. With this strategy, the sponsor of the pension scheme transfers assets (e.g. real estate) to the SLP and uses the rental income to fund the scheme.
When compared to other corporate structures, an LP accommodates the ideal combination of organisational flexibility, tax transparency, and limited liability protection for these types of investment ventures.
How to set up a limited partnership
To set up a limited partnership, you need to register with Companies House using form LP5. This form is suitable for registering an LP in England & Wales or Northern Ireland.
If you are registering a limited partnership in Scotland, you will need to use form LP5(s) instead.
To complete the application, you must provide the following particulars:
- Name of your limited partnership – this must end with ‘Limited Partnership’ or ‘LP’ (or ‘Partneriaeth Cyfyngedig’ or ‘PC’ if the LP’s principal place of business is to be in Wales)
- General nature of the business (i.e. what it does)
- Registered address (known as ‘principal place of business’) – this is where Companies House, HMRC, and other government bodies will send official correspondence
- The term, if any, for which the limited partnership is to be entered into – many LPs are set up for a fixed period of time
- Name and signature of each general partner
- Name and signature of each limited partner
- Amount contributed by each limited partner, and whether this is paid in cash or by other means (e.g. property)
- Details of people with significant control (PSCs) – only applicable to Scottish LPs
You will need to submit the application by post and include a cheque or postal order for £71 to cover the registration fee.
If your application is successful, Companies House will issue a certificate of registration. This will contain the following details:
- Name of the limited partnership
- Registration number
- Date of registration
- That the limited partnership is registered as a limited partnership under the Limited Partnership Act 1907
In most cases, Companies House registers limited partnerships within 5 working days of receiving the application. However, it may take longer.
Filing requirements of a limited partnership
Whilst limited partnerships do not pay Corporation Tax, you will need to register the business for Self Assessment with HMRC and send a Partnership Tax Return (SA800) each year.
Every partner must also register separately for Self Assessment. After the end of each financial year, they need to complete a Self Assessment tax return to report and pay personal tax on the share of profits they receive from the LP.
You will need to register the partnership for VAT if you expect your turnover to be more than £90,000 per year (2024/25 VAT registration threshold). Voluntary VAT registration is also an option worth considering if your turnover is below the threshold.
Accounts
There is no requirement to prepare accounts for Companies House unless any of the LP’s general partners are UK limited companies.
In such instances, the relevant general partner must attach a copy of the limited partnership’s accounts when filing their own limited company annual accounts at Companies House.
Confirmation statements and the PSC register
If you register a Scottish limited partnership, you must complete a confirmation statement for Companies House at least once every year.
You can file this online or send it by post using form SLP CS01. You will also need to maintain a register of people with significant control (PSC register).
LPs in England & Wales and Northern Ireland do not have to send confirmation statements or keep a PSC register.
Updating your limited partnership’s details at Companies House
If there are any changes to the partnership’s registered details, you must notify Companies House on form LP6 within seven days. This includes the following changes:
- Name of the business
- Nature of the LP’s business activity
- Registered address
- Name of any existing partners
- Name of any new partners who join the LP
- A general partner becomes a limited partner, or vice versa
- Increase in investment by a limited partner
- Term of the partnership
- Winding up (closing) the partnership
You cannot report these changes online – you need to download and send the form by post to Companies House.
Scottish limited partnerships should also report changes to their PSCs within 14 days, using the paper PSC forms for an SLP, and keep their PSC register up to date.
So, there you have it…
We’ve discussed the limited partnership structure in detail, including how it differs from a general partnership and an LLP, the types of businesses that would use an LP, and how to set up a limited partnership at Companies House.
You should now have a more comprehensive understanding of the features, benefits, and requirements of a limited partnership.
If you have any questions about this topic or the other types of corporate structures available, please contact our company formation specialists for advice or leave a comment below.
