Q&As

To what extent may limited partners or a Limited Partners Advisory Committee (LPAC) be granted approval rights under a limited partnership agreement (LPA) relating to the proposed activities of a limited partnership established in England without such limited partners losing their limited partner status?

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Produced in partnership with Anthony Shatz and William Jones of RPC
Published on: 04 August 2017
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One of the key attributes of an English limited partnership is that the general partner has unlimited liability for the debts and obligations of the limited partnership. A limited partner by contrast, enjoys limited liability status, provided that such limited partner does not participate in the management of the limited partnership business. Where a limited partnership is not a private fund limited partnership (see below), a limited partner's liability is limited to its capital contribution to the limited partnership. Therefore, in an English limited partnership, a limited partner's investment has been commonly structured as 99.99% loan (or advance) to the limited partnership with the remaining 0.01% as a capital contribution to the limited partnership.

If a limited partner does participate in management of the limited partnership, such limited partner will forego

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Limited partnership agreement definition
What does Limited partnership agreement mean?

Written agreement between the general partner(s) and limited partners to a limited partnership setting out the rights and duties of the partners between themselves.

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