{"id":9731,"date":"2022-10-08T12:16:55","date_gmt":"2022-10-08T11:16:55","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=9731"},"modified":"2024-05-01T00:22:32","modified_gmt":"2024-04-30T23:22:32","slug":"limited-partnerships","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/limited-partnerships\/","title":{"rendered":"A guide to limited partnerships"},"content":{"rendered":"
A limited partnership is a special type of business partnership that has at least one \u2018general partner\u2019 and one \u2018limited partner\u2019. Most often used for investment purposes, this structure shares some of the features of both a general partnership and a limited liability partnership (LLP).<\/p>\n
Let\u2019s 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.<\/p>\n
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).<\/p>\n
In accordance with the Limited Partnership Act 1907<\/a>, limited partnerships must be formed with at least one \u2018general partner\u2019 and one \u2018limited partner\u2019.<\/p>\n These two types of partners have different responsibilities and levels of personal liability.<\/p>\n In the same manner as companies and LLPs, limited partnerships must register with Companies House.<\/p>\n 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 \u2018beneficial ownership<\/a>\u2019 to the partners in the business.<\/p>\n 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.<\/p>\n 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 \u2018limited members\u2019.<\/p>\n Consequently, it is the vehicle of choice for holding real estate, structuring hedge funds and private equity investments, and managing venture capital funds.<\/p>\n Limited partnerships have two types of partners: general partners and limited partners. Their roles, responsibilities, and rights are vastly different.<\/p>\n 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.<\/p>\n Should the need arise, partners do have equal capacity to switch status from general to limited, or limited to general.<\/p>\n Limited partnerships and general partnerships are similar in a number of ways. Both 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. Their internal structures also allow for organisational flexibility.<\/p>\n Additionally, they are both \u2018transparent\u2019 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.<\/p>\n However, these two partnership structures differ in the types of partners they have and the way in which the business is registered.<\/p>\n 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:<\/p>\n Another key difference is that limited partnerships are required to register with Companies House, whilst general partnerships need only register with HMRC.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n Limited liability partnerships have a number of reporting requirements for Companies House, including filing accounts and confirmation statements<\/a>, disclosing information about people with significant control (PSCs), and maintaining statutory registers at their registered office address<\/a>. Details of the LLP are also available publicly on the central register at Companies House, including their accounts.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n Limited partnerships are also beneficial for businesses with high startup costs, or those which require investment from a variety of parties.\u00a0For example:<\/p>\n 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.<\/p>\n To set up a limited partnership, you need to register with Companies House using form LP5<\/a>. This form is suitable for registering an LP in England & Wales or Northern Ireland.<\/p>\n If you are registering a limited partnership in Scotland, you will need to use form LP5(s)<\/a> instead.<\/p>\n To complete the application, you must provide the following particulars:<\/p>\n You will need to submit the application by post and include a cheque or postal order for \u00a371 to cover the registration fee.<\/p>\n If your application is successful, Companies House will issue a certificate of registration. This will contain the following details:<\/p>\n In most cases, Companies House registers limited partnerships within 5 working days of receiving the application. However, it may take longer.<\/p>\n 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)<\/a> each year.<\/p>\n 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.<\/p>\n You will need to register the partnership for VAT if you expect your turnover to be more than \u00a390,000 in any 12-month period This is the VAT registration threshold. Voluntary VAT registration is also an option worth considering if your turnover is below the threshold.<\/p>\n There is no requirement to prepare accounts for Companies House unless any of the LP\u2019s general partners are UK limited companies.<\/p>\n In such instances, the relevant general partner must attach a copy of the limited partnership\u2019s accounts when filing their own limited company annual accounts<\/a> at Companies House.<\/p>\n If you register a Scottish limited partnership, you must complete a confirmation statement for Companies House at least once every year.<\/p>\n You can file this online or send it by post using form SLP CS01<\/a>. You will also need to maintain a register of people with significant control (PSC register).<\/p>\n LPs in England & Wales and Northern Ireland do not have to send confirmation statements or keep a PSC register.<\/p>\n If there are any changes to the partnership\u2019s registered details, you must notify Companies House on form LP6<\/a> within seven days. This includes the following changes:<\/p>\n You cannot report these changes online – you need to download and send the form by post to Companies House.<\/p>\n Scottish limited partnerships should also report changes to their PSCs within 14 days, using the paper PSC forms for an SLP<\/a>, and keep their PSC register up to date.<\/p>\n We\u2019ve 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.<\/p>\n You should now have a more comprehensive understanding of the features, benefits, and requirements of a limited partnership.<\/p>\n 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.<\/p>\n \n
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Difference between general partners and limited partners<\/h2>\n
General partners<\/h4>\n
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Limited partners<\/h4>\n
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Who can be a partner in a limited partnership?<\/h4>\n
Limited partnerships vs general partnerships<\/h2>\n
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Limited partnerships vs limited liability partnerships (LLPs)<\/h2>\n
Who would set up a limited partnership?<\/h2>\n
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How to set up a limited partnership<\/h2>\n
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Filing requirements of a limited partnership<\/h2>\n
Accounts<\/h4>\n
Confirmation statements and the PSC register<\/h4>\n
Updating your limited partnership\u2019s details at Companies House<\/h4>\n
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So, there you have it\u2026<\/h2>\n