Limited partnership agreement

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Document overview

This is a professionally drawn agreement to set up a partnership under the Limited Partnerships Act 1907. This business structure is used most commonly for high risk ventures in property, finance, mining or research, where one or more of the partners is a private limited company.
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  • England & Wales
  • Scotland
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  • Length:14 pages (9950 words)
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About this document

The Limited Partnerships Act 1907 enables you to set up a trading vehicle where only one partner, known as the general partner or GP, can be liable if things go wrong. This partner can be a private limited company, with its own limitations on liability and few assets. If things go wrong, the assets of the other partners are preserved. Often, all partners are companies.

Limited partnerships (also called LPs) are therefore very useful for high risk ventures in property, finance, mining or research, or for ventures abroad, where there may be political risk.

Unlike the modern LLP, no registration is required and no special rules apply. So far as it is regulated, the 1890 Act applies, as it does to any ordinary partnership.

This professionally drawn agreement is very flexible, so that you can easily edit it to suit the arrangements you have in mind. It overides the archaic terms of the 1890 Act so that the partnership is operated as any modern business would be.

The registration requirement is very light. Free copies of form LP5 (application for registration of Limited Partnership) can be downloaded from here. There is no requirement for submission of returns. This allows secrecy as to the partners and the business to be maintained.


  • Assumes the business relates to a single project, short or long term
  • Assumes that a corporate general partner will manage the business
  • Suitable for any type of project
  • Written in plain English


  • Basic provisions
  • Limited partnership particulars
  • Management of the business
  • Banking arrangements
  • Records and accounts
  • General partners undertaking
  • Restrictions on general partner
  • Shares
  • Capital
  • Loans to the business
  • Meetings and voting
  • On a partner leaving
  • Duration and termination
  • Other legal provisions
Sample limited partnership agreementSample page from the LP agreement

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Recent reviews

Worked for me
07 December 2017
Worked for me, good value
Stuart Cairns
Review of the New Zealand version
Covered Concerns
17 May 2016
The document deals with nearly all my concerns and adequately covers those issues raised in the Act.You have provided a comprehensive document without the added major legal costs. I bought from you because of ease of use and cost. The most important thing was a document that can be executed immediately. I would certainly recommend you to others.
John Lamont
Review of the Australian version
Not Totally Suited But Minor Issue
17 January 2021
I never give out perfect scores so you're getting a 4.

The template was an adequate product for my needs. However, in my case I (As an individual) will be the GP, not a company. I had to make a number of alterations in this regard. But that's a minor complaint - and you quite clearly stated that the template was designed under the assumption that a company would be the GP.
Joshua Hamblin
Review of the New Zealand version
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