# The Legislative Reform (Private Fund Limited Partnerships) Order 2017, Note: Explanatory note


(This note is not part of the Order)
This Order enables a limited partnership which is a collective investment scheme to be designated as a private fund limited partnership (“PFLP”), and amends some of the provisions of the Limited Partnerships Act 1907 (c. 24) (“the Act”) as they apply to PFLPs and to partners in PFLPs.
Article 2 amends the Act. Paragraph (3) removes the requirement for limited partners to contribute capital to a PFLP. Paragraph (4) enables limited partners to appoint a person to wind up a PFLP if there is no other partner available to do so, and enables the partners to make an agreement as to winding up of a PFLP. Paragraph (5) inserts into the Act a list of actions which limited partners in a PFLP may take without being regarded as taking part in the management of the limited partnership and thus losing their limited liability status. This is not an exhaustive list of actions which do not amount to taking part in management, and it does not affect the position for other actions or other limited partnerships; neither does it give limited partners an entitlement to take actions in the list if they would not otherwise be permitted to do so within the terms of the partnership agreement. Paragraphs (6) to (9) deal with application for and designation of a partnership as a PFLP, and paragraphs (10) and (11) amend requirements to notify changes to a PFLP.
Article 3 amends the Financial Services and Markets Act 2000 (c. 8) such that a PFLP cannot also be a contractual scheme eligible for authorisation under Part 17 of that Act.
Article 4 and the Schedule make consequential amendments to the forms to be used for applications and notifications to the registrar.
Articles 5 and 6 make consequential amendments to the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (S.I. 2013/1388) and the European Long-term Investment Funds Regulations 2015 (S.I. 2015/1882), both of which apply provisions of the Act with modifications.
An impact assessment of the effect that this Order will have on the costs of business and the voluntary sector is available from Her Majesty’s Treasury, 1 Horse Guards Road, London SW1A 2HQ and is published with the Explanatory Document alongside the Order on www.legislation.gov.uk.

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Source: https://www.legislation.gov.uk/ukdsi/2017/9780111153208/note (the official version)
Page: https://openlegislation.uk/draft-legislative-reform-private-fund-limited-partnerships-order-2017/note
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.