Limited partnership agreement

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Key features

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)
  • Available in:
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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.

Features

  • 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

Contents

  • 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

Recent reviews

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
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02 February 2025
Just what I was after, thanks
Tony Thorne
Review of the New Zealand version
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03 October 2024
I have used Net Lawman before. So no concerns about using. I am a retired solicitor who wanted a template for a family transaction. I think your documents are very good quality.
I would recommend Net Lawman to others.
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Review of the New Zealand version
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