Limited Partnerships in England and Wales - Registration Process

Registration Process

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 of Companies. Partnerships whose principal place of business is situated 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:

1. the firm's name;
2. the general nature of the business;
3. the address of the principal place of business;
4. the full name of each partner, listing general and limited partners separately;
5. the term (if any) for which the partnership is entered into;
6. the date of its commencement;
7. a statement that the partnership is limited and the description of every partner as such; and
8. the sum contributed by each limited partner, and whether it is paid in cash or otherwise.

If all these particulars are in order, the Registrar will issue a certificate of registration, subject to the acceptability of the name. 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.

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.