28/1/2018 Register a limited partnership - GOV.UK GOV.UK 1. Home (https://www.gov.uk/) 2. Register a limited partnership (https://www.gov.uk/government/publications/limited-partnership-act) 1. Companies House (https://www.gov.uk/government/organisations/companies-house) Guidance Register a limited partnership Updated 27 July 2017 Contents 1. Registering a limited partnership 2. Private fund limited partnerships (PFLP) 3. Authorised partnerships 4. How to register a limited partnership 5. People with Significant Control (PSC) 6. PSC information 7. Confirmation statement 8. Restrictions on the disclosure of PSC information 9. General changes to partnership details 10. Delivery of limited partnership forms 11. Limited partnership accounts 12. Dissolving a limited partnership 13. Further information 14. Limited partnership forms https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 1/10 28/1/2018 Register a limited partnership - GOV.UK © Crown copyright 2017 This publication is licensed under the terms of the Open Government Licence v3.0 except where otherwise stated. To view this licence, visit nationalarchives.gov.uk/doc/open-government-licence/version/3 (https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3) or write to the Information Policy Team, The National Archives, Kew, London TW9 4DU, or email: [email protected]. Where we have identified any third party copyright information you will need to obtain permission from the copyright holders concerned. This publication is available at https://www.gov.uk/government/publications/limited-partnership-act/register-a- limited-partnership https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 2/10 28/1/2018 Register a limited partnership - GOV.UK If you’re considering forming a limited partnership, you should refer to the legislation governing limited partnerships or seek specialist legal advice. You’ll find the relevant law in the Limited Partnerships Act 1907 (as modified by The Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (http://www.legislation.gov.uk/uksi/2013/1388/contents/made), The Legislative Reform (Private Fund Limited Partnerships) Regulations 2017) (http://www.legislation.gov.uk/ukdsi/2017/9780111153208) and the Scottish Partnerships (Register of People with Significant Control) Regulations 2017. 1. Registering a limited partnership A limited partnership consists of: one or more people (called general partners), who are liable for all debts and obligations of the firm one or more people (called limited partners), who contribute a sum or sums of money as capital, or property valued at a stated amount Generally, limited partners are not liable for the debts and obligations of the firm beyond the amount contributed. 1.1 If you don’t register your partnership Until your partnership is registered, all partners will be equally responsible for any debts and obligations incurred. 1.2 Who can be a partner Generally, an individual or a legal body (for example, a company) can be a partner in a limited partnership, either as a general or as a limited partner. A person can’t be a general and a limited partner at the same time. 1.3 Restrictions on limited partners If a limited partner draws out or receives back any part of its contribution to the partnership during its lifetime, it becomes liable for all the debts and obligations of the firm up to the amount drawn out or received back. This doesn’t apply to an authorised limited partnership or PFLP. If a limited partner takes part in the management of the firm, it becomes liable for all the debts and obligations of the firm incurred whilst doing this. This doesn’t apply to a PFLP. A limited partner has no power to bind the firm. 2. Private fund limited partnerships (PFLP) The Legislative Reform (Private Fund Limited Partnerships) Order 2017 provides for a collective investment scheme as defined under the Financial Services and Markets Act to be designated as a PFLP. A PFLP’s structure differs from the ordinary limited partnership structure in the following areas: 1. A PFLP won’t be required to contribute capital to the partnership. 2. If they do contribute capital, they’re allowed to withdraw it without being liable for debts and obligations to the amount withdrawn. 3. Limited partners can to make a decision about whether to wind up the partnership where there are no general partners and to nominate a third party to wind up the partnership on their behalf. https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 3/10 28/1/2018 Register a limited partnership - GOV.UK 4. The partnership doesn’t have to advertise most changes in the London, Edinburgh or Belfast Gazette, but do have to advertise status changes. 5. Limited partners aren’t required to comply with statutory duties which are inappropriate to the role of a passive investor. A limited partner in a PFLP takes the role of a passive investor. 6. The regulations include a non-exhaustive list of activities which a limited partner may be allowed to undertake without being considered as taking part in management. 2.1 Designating a limited partnership as a PFLP If your limited partnership is authorised to conduct its business as a PFLP, you should submit a form LP8. Once we’ve registered the form, we’ll issue a certificate to confirm the limited partnership has been designated as a PFLP. The fee for filing this form is £10. 3. Authorised partnerships An authorised partnership is a limited partnership (which is not a PFLP) authorised by the Financial Conduct Authority (FCA) to act as an Authorised Contractual Scheme (ACS) under the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (http://www.legislation.gov.uk/ukdsi/2013/9780111537756). The general partner must be a corporate body incorporated in the UK, or in another EEA state and it must have a place of business in the UK, or in another EEA state. For further information you should contact the FCA. 3.1 Information required from an authorised partnership An authorised partnership must tell us it’s been authorised by the FCA and include the authorisation number on a form LP6. You must also tell us if that authorisation is revoked. An authorised partnership doesn’t need to tell us about changes in limited partners or changes in sums contributed by limited partners. The FCA authorisation number will be recoded at Companies House. Anybody wishing to verify details of the partnership can use the authorisation number to search the FCA register (http://www.fsa.gov.uk/register/cisSearchForm.do). 4. How to register a limited partnership A limited partnership must be registered under the Limited Partnerships Act 1907. To register, you must send us an application for registration (form LP5), or a form LP5(s) if registering the LP in Scotland, signed by all the partners. The limited partnership will come into existence on registration of an acceptable LP5 or LP5(s). If you intend to apply for registration and designation as a PFLP, use form LP7 or a LP7(s) if registering the LP in Scotland. The limited partnership comes into existence on registration of an acceptable LP7 or LP7(s). Send your form to our Cardiff or London office if your limited partnership’s principal place of business will be in England and Wales. If your principal place of business will be in Scotland, send your form to our Edinburgh office, and if your principal place of business will be in Northern Ireland, send your form to our Belfast office. The information supplied on the form must include: 1. The firm’s name, with the appropriate name ending – Limited Partnership or LP. If the limited partnership has its principal place of business in Wales, you can use Partneriaeth Cyfyngedig or PC, if you prefer. 2. The general nature of the business. This doesn’t apply to an authorised limited partnership or PFLP. https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 4/10 28/1/2018 Register a limited partnership - GOV.UK 3. The address of the principal place of business. 4. The full name of each partner. List general and limited partners separately. 5. The term (if any) for which the partnership is entered into (this begins with the date of registration and doesn’t apply to an authorised limited partnership or PFLP). 6. The sum contributed by each limited partner, and whether it’s paid in cash or otherwise (this doesn’t apply to a PFLP). If you’re a Scottish limited partnership (SLP) you’ll also need to provide: 1. A statement of initial significant control containing your SLP’s PSC information or a statement that there’s no registerable person or Relevant Legal Entity (RLE) in relation to the SLP. 2. A proposed new SLP must include PSC information in the form LP5s or the LP7s. Once we receive these, we’ll issue a certificate of registration if the name is acceptable. 5. People with Significant Control (PSC) SLPs now have an obligation to investigate their ownership and control and start registering this information from 24 July 2017. A PSC is anyone in the SLP who meets one or more of the conditions listed in the Scottish Partnerships (Register of People with Significant Control) Regulations 2017. An SLP can have more than one PSC. A PSC is a person who: directly or indirectly holds the right to more than 25% of the surplus assets on winding up the SLP directly or indirectly holds more than 25% of