Limited partnerships

This overview is a guide to the Lexis®+ Corporate content within the Limited Partnerships subtopic, with links to the appropriate materials.

The Limited Partnerships Act 1907 (LPA 1907) and the Partnership Act 1890 (PA 1890) set out the legal framework that applies to limited partnerships.

Like a general partnership, a limited partnership is not a legal entity but is a relationship that subsists between persons (which includes individuals or corporate entities) carrying on a business (which includes every trade, occupation and profession) in common with a view of profit.

With effect from 6 April 2017, LPA 1907 was amended by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO). A draft of the LRO was first published in January 2017 by HM Treasury together with an accompanying explanatory document. The LRO was published further to a government consultation that commenced in July 2015 and concluded in October 2015 on proposed changes to UK limited partnership legislation to make such partnerships more effective vehicles for private equity and venture capital investments. These changes, which were implemented by the LRO, apply only

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High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd and others)

Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators to act, the court retains discretion to make immediate appointments in urgent situations. Written by Joshua Ray and Duncan Henderson, partners at CANDEY, which acted for the First and Second Applicants on this matter.

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