Limited partnership agreement

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.
Suitable for use in: England & Wales and Scotland
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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

This document was written by a solicitor for Net Lawman. It complies with current English law.

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