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Simple Limited Partnership Agreement for the United Kingdom

Simple Limited Partnership Agreement Template for England and Wales

A Simple Limited Partnership Agreement is a legal document governed by English and Welsh law that establishes a limited partnership structure where at least one general partner has unlimited liability and manages the business, while limited partners' liability is restricted to their capital contribution. The agreement outlines capital contributions, profit sharing, management rights, and partnership operations while complying with the Limited Partnerships Act 1907 and related legislation.

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What is a Simple Limited Partnership Agreement?

A Simple Limited Partnership Agreement is essential when establishing a limited partnership under English and Welsh law. This document defines the relationship between general partners (who manage the business and have unlimited liability) and limited partners (who typically only provide capital). The agreement covers crucial aspects such as capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. It must comply with the Limited Partnerships Act 1907 and is commonly used for investment vehicles, professional services, and business ventures where different levels of involvement and liability are desired.

What sections should be included in a Simple 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: Description of business activities and scope

5. Capital Contributions: Initial and ongoing capital requirements

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Rights: Powers and limitations of general partners

8. Duration: Term of partnership and renewal provisions

9. Termination: Dissolution and winding up procedures

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

1. Advisory Board: Structure and role of advisory board for larger partnerships requiring additional oversight

2. Investment Restrictions: Limitations on investment activities for investment-focused partnerships

3. Key Person Provisions: Requirements related to key personnel when success depends on specific individuals

What schedules should be included in a Simple Limited Partnership Agreement?

1. Schedule of Partners: Details of all partners and their contributions

2. Business Plan: Initial business plan and strategy

3. Management Fee Structure: Detailed fee calculations and payment terms

4. Accounting Principles: Specific accounting policies and procedures

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: Primary legislation governing the formation, operation, and dissolution of limited partnerships in England and Wales. Sets out fundamental rules for limited partnerships including registration requirements, rights and obligations of partners.

Partnership Act 1890: Provides the basic legal framework for partnerships in general, including rules on partner relationships, partnership property, and dissolution procedures. Applies to limited partnerships where not modified by the 1907 Act.

Companies Act 2006: Relevant for registration and filing requirements with Companies House, including transparency and disclosure obligations applicable to limited partnerships.

Financial Services and Markets Act 2000: Governs regulated financial activities in the UK. Relevant if the limited partnership engages in regulated financial services or investment activities.

Limited Liability Partnerships Act 2000: While not directly applicable, provides important context for understanding the distinctions between limited partnerships and LLPs in English law.

Money Laundering Regulations 2017: Sets out anti-money laundering requirements that may apply to limited partnerships, including customer due diligence and reporting obligations.

Income Tax Act 2007: Contains provisions regarding the taxation of partnership income and partners' individual tax obligations.

Corporation Tax Act 2010: Relevant for tax treatment of corporate partners and certain aspects of partnership taxation.

Legislative Reform (Limited Partnerships) Order 2009: Updates to the Limited Partnerships Act 1907, modernizing certain aspects of limited partnership law.

PSC Requirements: People with Significant Control regulations requiring disclosure of individuals who have significant control over the partnership.

Teams

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