If
they do, they become
liable for all the
debts and obligations
of the firm up to
the amount drawn
out or received
back or incurred
while taking part
in the management,
as the case may
be.
3. Who can
be a partner?
Generally speaking,
an individual or
a legal body such
as a company may
be a partner in
a limited partnership,
either as a general
or as a limited
partner. A person
cannot be both a
general and a limited
partner at the same
time.
4. Must
limited partnerships
register?
Yes. Until your
partnership is registered,
it will be regarded
as a general partnership
with both the general
and limited partners
equally responsible
for any debts and
obligations incurred.
5. How do
I register my limited
partnership?
A limited partnership
must be registered
under the Limited
Partnership Act
1907. To register,
you must deliver
a statement (Form
LP5), signed by
all the partners,
to the Registrar.
Partnerships whose
principal place
of business is situated
or proposed to be
situated in England
and Wales should
send their forms
to the Cardiff office;
those whose principal
place of business
is situated or proposed
to be situated in
Scotland to the
Edinburgh office;
and those whose
principal place
of business is situated
or proposed to be
situated in Northern
Ireland to the Belfast
office.
The information
supplied on the
form must include
the following:
If
all these particulars
are in order, the
Registrar will issue
a certificate of
registration, subject
to the acceptability
of the name.
6. How much
does it cost?
The registration
fee is £2. Cheques
and postal orders
should be made payable
to 'Companies House'.
7. Can an
oversea limited
partnership register?
Not usually. The
Limited Partnership
Act requires partnerships
to register in that
part of the United
Kingdom where their
principal place
of business is situated
or is proposed to
be situated. An
oversea partnership
usually has its
principal place
of business overseas,
and would not be
registered for that
reason.
8. Can I
choose any name
I wish for my partnership?
Not entirely. The
Registrar will advise
against the use
of any name which
is the 'same as'
the name of a limited
company, other legal
body, or another
limited partnership
already on the register.
In addition, the
names of limited
partnerships are
controlled by the
Business Names Act
1985 (see our guidance
booklet, 'Business
Names').
The use of certain
names is an offence
under certain Acts.
In particular, it
is an offence for
a person who is
not a public company
to use a name ending
in 'public limited
company' or its
Welsh equivalent,
and it is also an
offence for any
person to use a
name which ends
with 'limited' or
its Welsh equivalent,
unless duly incorporated
with limited liability
(see sections 33
and 34 of the Companies
Act 1985).
9. Is there
a limit on the number
of partners?
A limited partnership
may not normally
consist of more
than 20 persons.
However, under section
717 of the Companies
Act 1985 there are
a number of exceptions
to this rule, including:
10.
What if some of
my partnership details
change?
If any alteration
is made to any of
the details previously
registered, the
Registrar must be
notified of the
change on Form LP6
within seven days.
11. Do I
have to publish
any details of the
partnership?
The Business Names
Act 1985 requires
all businesses trading
under names other
than those of their
owners to display
their owners' names
and an address at
which documents
can be served. This
information must
be displayed both
at business premises
and on business
stationery. It must
also be supplied
in writing at the
request of any person
with whom you are
doing business.
Where the partnership
consists of more
than 20 persons
certain exceptions
apply to the business
stationery requirements.
Further information
is available in
our booklet, 'Business
Names'.
12. Can
a limited partnership
be dissolved?
Yes. In the event
of the dissolution
of a limited partnership,
the general partners
must wind up its
affairs unless the
court orders otherwise.
Subject to any agreement
between the partners,
a limited partner
is not entitled
to dissolve the
partnership by notice,
and the other partners
are not entitled
to dissolve the
partnership merely
by reason of any
limited partner
suffering his share
to be charged for
his separate debt.
The death or bankruptcy
of a limited partner
is not a ground
for dissolution.
The fact that a
limited partner
is a 'person of
unsound mind' is
not a ground for
dissolution of the
partnership by a
court, unless the
person's share in
the partnership
cannot be otherwise
ascertained and
realised.
13. Who
must deliver these
particulars?
The general partners
are responsible
for the delivery
of Forms LP5 and
LP6 whether or not
the preparation
of the documents
was delegated to
accountants or to
anyone else.
The Limited Partnership
Act 1907 provides
for the imposition
of penalties for
various defaults
in carrying out
the requirements
of the Acts and
for failing to send
to the Registrar
the required forms.
Notice of any arrangement
or transaction under
which a general
partner will become
a limited partner
in the firm must
be advertised in
the London, Edinburgh
or Belfast Gazette,
as the case may
be. Notice must
also be advertised
in the Gazette of
any arrangement
or transaction under
which a limited
partner's share
in the firm will
be assigned to somebody
else. Until this
is done these arrangements
or transactions
have no effect.
Back to top
CHAPTER 2
Further information
1. Where
can documents be
inspected?
All registration
documents relating
to English and Welsh
partnerships may
be inspected at:
Companies
House
Crown Way
Cardiff
CF14 3UZ
Tel: 0870 3333636
or they may also
be made available
by giving two days'
notice at:
The London
Search Room
Companies House
21 Bloomsbury Street
London
WC1B 3XD
Scottish partnership
documents may be
inspected at:
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
Tel: 0131 535 5868
Northern Ireland
partnership documents
may be inspected
at:
Department of Commerce
64 Chichester Street
Belfast
BT1 4JX
Tel: 02890 234488
Further enquiries
may be addressed
to the Registrar
of Limited Partnerships
at the above addresses.
2. Where
do I get forms and
guidance booklets?
This is one of a
series of Companies
House booklets which
provide a simple
guide to the Companies
Act.
Statutory forms
and guidance booklets
are available, free
of charge from Companies
House. The quickest
way to get them
is through this
website or by telephoning
0870 3333636.
If you prefer you
can write to our
stationery sections
in Cardiff or Edinburgh.
Forms can also be
obtained from legal
stationers, accountants,
solicitors and company
formation agents
- addresses in business
phone books.
3. How do
I send information
to the Registrar?
You may deliver
documents to the
Registrar by hand
(personally or by
courier) including
outside office hours,
bank holidays and
weekends.
You may also send
documents by post
or by the Hays Document
Exchange service
(DX).
If you send documents
you should address
them to:
