Limited Partnerships
LIMITED
PARTNERSHIP (1907 Limited Partnership Act) formation £72.50
(inc. vat)
WHAT YOU GET:
-
Laminated Certificate of registration.
-
Checklist for preparation of a Partnership Agreement.
- Access
to our Companies Helpline 0800 328 7494 after registration.
Complete
your package with a desktop company
seal with mahogany base plus a pack of red or gold seals-all
for £35 plus vat
To register your limited partnership we require the following
information
-
the firm's name;
- the
general nature of the business;
- the
address of the principal place of business;
- the
full name of each partner, listing general and limited
partners separately;
- the
term (if any) for which the partnership is entered into;
- the
date of its commencement;
- the
sum contributed by each limited partner, and whether it
is paid in cash or otherwise.
To
order now or discuss your requirements call our team of
advisors on 0800 328 7494
Tax considerations
As a partner you will have to account to the tax authorities
for any share of profit from the enterprise (NOTE: Share
of profit is NOT the same as the amount of drawings you
take from the business) and tax up to the maximum rate of
40% may be levied. Before registering a Limited Partnership
we strongly advise you seek the advice of a tax adviser
to make sure that this is your best option.
Further notes on Limited Partnerships
What is a limited partnership?
A limited partnership consists of one or more persons called
general partners, who are liable for ALL debts and obligations
of the firm; and one or more persons called limited partners,
who contribute a sum or sums of money as capital, or property
valued at a stated amount. Limited partners are NOT liable
for the debts and obligations of the firm beyond the amount
contributed.
What restrictions are there on the limited partners?
Limited partners may not draw out or receive back any part
of their contribution to the partnership during its lifetime;
or take part in the management of the business or have power
to bind the firm. 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.
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.
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 jointly and severally responsible for any debts
and obligations incurred.
Can an overseas 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 overseas partnership usually has its principal
place of business overseas, and would not be registered
for that reason.
Can I choose any name I wish for my partnership?
Not entirely. No name will be registered that is the same
as that of a limited company, other legal body, or another
limited partnership already on the register at Companies
House. In addition, the names of limited partnerships are
controlled by the Business Names Act 1985. Also 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).
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:
-
a partnership carrying on practice as solicitors and consisting
of persons each of whom is a solicitor;
- a
partnership carrying on practice as accountants where
the partnership is eligible for appointment as a company
auditor;
- a
partnership carrying on business as members of a recognised
stock exchange and consisting of persons each of whom
is a member of that exchange;
- a
partnership carrying on business as surveyors, auctioneers,
valuers, estate agents, land agents, or estate managers
and consisting of persons of whom at least three-quarters
are members of the Royal Institute of Chartered Surveyors
or the Incorporated Society of Valuers and Auctioneers
and of whom not more than one-quarter are limited partners;
- a
partnership carrying on business as insurance brokers
and consisting of persons each of whom is a registered
insurance broker or an enrolled body corporate. (For the
meaning of 'registered insurance broker' and 'enrolled
body corporate' see section 29(1) of the Insurance Brokers
(Registration) Act 1977.);and
- a
partnership which is a collective investment scheme the
operator of which, or the manager of the investments of
which, is an authorised person under Part IV of the Financial
Services and Markets Act 2000 or a European Economic Area
firm or a Treaty firm with permission under the Act to
operate the scheme or manage the investments.
What
if some of my partnership details change?
If any alteration is made to any of the details previously
registered, Companies House must be notified of the change
within seven days.
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.
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.
Who must deliver these particulars?
The general partners are responsible for the delivery of
particulars 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.
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