Limited partnerships

This helpsheet has been issued by ICAEW’s Technical Advisory Service to provide ICAEW members with a brief introduction to Limited Partnerships.

Members may also wish to refer to the following related guidance:

• Preparing an audit report for limited partnerships

A limited partnership is a partnership formed and registered with Companies House under the Limited Partnerships Act 1907. Legally, a limited partnership is a partnership and the rules of common law and the Partnership Act 1890 apply (subject to the provisions of the Limited Partnerships Act 1907) in the same way as they do to ordinary partnerships.

A limited partnership should not be confused with a Limited Liability Partnership (a body corporate, incorporated under the Limited Liability Partnerships Act 2000).

Partners

Partners in a limited partnership may be individuals or separate legal entities, such as companies. A limited partnership consists of:

• One or more general partners who are liable for all debts and obligations of the limited partnership; and
• One or more limited partners who contribute capital or property to the limited partnership and are generally not liable for the debts and obligations of the limited partnership beyond the amount contributed.

Restrictions on limited partners

Section 6(1) of the Limited Partnerships Act 1907 states:

A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm … If a limited partner takes part in the management of the partnership business he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.

Except in the case of a Private Fund Limited Partnership, limited partners cannot withdraw their capital or property from the partnership during the partnership’s term.

Registration

To register a limited partnership under the Limited Partnerships Act 1907, an application for registration signed by all the partners must be registered at Companies House. Once registered, a certificate of registration will be issued.

Until a limited partnership is registered, it will be considered a general partnership with all partners jointly liable for all debts.

A limited partnership must establish whether it is a qualifying partnership in order to determine the requirements that apply.

A limited partnership will be a qualifying partnership according to the definition contained within regulation 3(1) of the Partnership (Accounts) Regulations 2008 (SI 2008/569) where each of its general partners is:

• (a) a limited company;
• (b) an unlimited company each of whose members is a limited company;
• (c) a Scottish partnership which is not a limited partnership, each of whose members is a limited company; or
• (d) a Scottish partnership which is a limited partnership, each of whose general partners is a limited company.

References to limited company, unlimited company and Scottish partnership include reference to any comparable undertaking incorporated in or formed under the law of a country or territory outside the UK.

Limited partnership which is NOT a qualifying partnership

The form and content of any financial statements prepared by a limited partnership and any audit requirement is generally a matter for agreement between the partners, as governed by the terms of the partnership agreement.

The accounts would however normally be drawn up in accordance with Generally Accepted Accounting Practice for tax purposes.

Limited partnership which IS a qualifying partnership

The accounts of a qualifying partnership have to be prepared and audited under the usual Companies Act 2006 requirements as if the qualifying partnership was a limited company, subject to certain modifications.

A copy of the accounts of the qualifying partnership must be appended to and submitted with the accounts of all of the limited company partners.

ICAEW members, affiliates, ICAEW students and staff in eligible firms with member firm access can discuss their specific situation with the Technical Advisory Service on +44 (0)1908 248 250 or via webchat.