Limited partnerships

A limited partnership consists of one or more:

•
general partners; who are liable for all of the debts and obligations of the firm
•
limited partners; who do not take part in the management of the partnership business nor have power to bind the firm

A limited partnership, like a general partnership, is not a separate legal entity (see Practice Notes: The nature of a limited partnership and its legal framework and Limited partnership agreements).

Applicable legislation

Applicable legislation includes:

•
the Partnership Act 1890 (the PA 1890)
•
rules of equity and common law applicable to partnerships, subject to the provisions of the Limited Partnerships Act 1907 (the LPA 1907)
•
the Insolvent Partnerships Order 1994 SI 1994/2421 (IPO 1994)—which applies certain provisions of the Insolvency Act 1986 (IA 1986) and Insolvency Rules 2016, SI 2016/1024 to partnerships, subject to necessary modifications and treats limited partnerships like general partnerships for insolvency purposes (see General partnerships and insolvency—overview)
•
the Company Directors Disqualification Act 1986 (CDDA) (see Practice Note: Partnerships and the disqualification regime)

The Insolvency

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