Limited Partnership Registration

A limited partnership includes:

1. one or more persons called general partners, who are liable for all debts and obligations of the firm; and
2. 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.

A legal body (e.g. company) or an individual 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.

There are some restrictions on the limited partners such as:

• Limited partners may not draw out or receive back any part of their contribution to the partnership during its lifetime;
• Limited partners may not take part in the management of the business or
• Limited partners may not have power to bind the firm. 

If they do, they become legally responsible for all the debts and obligations of the firm up to the amount drawn out, received back or incurred, as the case may be, while taking part in the management of the company.

Limited partnership must be registered in accordance with the provisions of the Limited Partnerships Act 1907. To register, you must deliver an application for registration Form LP5, signed by all the partners, to the Registrar. The limited partnership will come into existence on registration of an acceptable LP5. Partnerships whose principal place of business is situated or proposed to be situated in England and Wales should send their forms to the Cardiff office.

The information supplied on the form must include the following:

• the firm’s name, including the appropriate name ending – Limited Partnership, LP ;(or a Limited Partnership registered in Wales, with it’s principal place of business in Wales may use  Partneriaeth Cyfyngedig or PC;
• 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 (this begins with the date of registration);
• a statement that the partnership is limited and the description of every partner as such; and
• the sum contributed by each limited partner, and whether it is paid in cash or otherwise.

If all these particulars are in order, the Registrar will issue a certificate of registration, subject to the acceptability of the name.

The general registration fee is £20. The fee for a same day registration is £50.  Cheques should be made payable to ‘Companies House’.

If any alteration is made to any of the details previously registered, the Registrar must be notified of the change on Form LP6 within seven days.

In the event of the dissolution of a limited partnership, the general partners must wind up its affairs unless the court orders otherwise.

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