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Limited Partnership Agreement for the United Kingdom

Limited Partnership Agreement Template for England and Wales

A Limited Partnership Agreement under English and Welsh law establishes the legal framework for a partnership structure where at least one general partner has unlimited liability and manages the partnership, while limited partners' liability is restricted to their capital contribution. The agreement defines capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures, governed by the Limited Partnerships Act 1907 and related legislation.

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Limited Partnership Agreement

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What is a Limited Partnership Agreement?

A Limited Partnership Agreement is the fundamental document establishing and governing a limited partnership in England and Wales. It's primarily used for investment vehicles, particularly in private equity, venture capital, and real estate sectors. The agreement details capital contributions, profit sharing arrangements, management responsibilities, transfer restrictions, and termination provisions. It must comply with the Limited Partnerships Act 1907 and should be carefully structured to balance the interests of general partners (who manage the partnership) and limited partners (who typically act as passive investors).

What sections should be included in a Limited Partnership Agreement?

1. Parties: Identification of general and limited partners

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Business: Scope and nature of partnership activities

5. Capital Contributions: Initial and subsequent capital commitments

6. Management and Control: Powers and duties of general partner

7. Profit and Loss Allocation: Distribution waterfall and loss sharing

8. Transfer Restrictions: Rules regarding transfer of partnership interests

9. Duration and Termination: Term of partnership and dissolution procedures

What sections are optional to include in a Limited Partnership Agreement?

1. Key Person Provisions: Required for partnerships dependent on specific individuals

2. Co-Investment Rights: Rules for additional investments by partners

3. Advisory Committee: Structure and powers of advisory committee for larger partnerships with institutional investors

What schedules should be included in a Limited Partnership Agreement?

1. Partner Details: List of partners and their commitments

2. Investment Policy: Detailed investment guidelines and restrictions

3. Valuation Policy: Methodology for valuing partnership assets

4. Form of Subscription Agreement: Template for admitting new partners

5. Management Fee Terms: Detailed fee calculation and payment terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions













































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Industries

Limited Partnerships Act 1907: The primary and foundational legislation governing the formation, operation, and dissolution of limited partnerships in England and Wales

Partnership Act 1890: Contains general partnership provisions and principles that apply to all partnerships including limited partnerships

Companies Act 2006: Relevant for administrative requirements, registration procedures, and certain filing obligations for limited partnerships

Legislative Reform (Limited Partnerships) Order 2009: Modernized provisions of the 1907 Act and introduced reforms to limited partnership regulation

Financial Services and Markets Act 2000: Applicable when the limited partnership engages in regulated financial activities

Money Laundering Regulations 2017: Compliance requirements for anti-money laundering and due diligence procedures

Private Fund Limited Partnerships (PFLP) regulations: Specific regulations for limited partnerships qualifying as private investment funds

Income Tax Act 2007: Governs the tax treatment of limited partnerships and their partners' income

Corporation Tax Act 2010: Relevant for corporate tax implications of limited partnerships

Limited Liability Partnerships Act 2000: Provides relevant context and comparison for different partnership structures in English law

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