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Limited Partnerships Act 1907

7 Edw. 7 c. 24 · Enacted 28 August 1907 · Extends to United Kingdom

Up to date with all changes known to legislation.gov.uk, revised to 18 March 2025.

An Act to establish Limited Partnerships.

[28th August 1907]C1C2C3C4C5C6

Annotations to the whole text

Modifications

C1

Act modified (3.1.1995) by 1994 c. 40, ss. 76, 82(2), Sch. 16 para. 1(1)

C2

Act excluded by S.I. 1990/1580, reg. 2(1)

Act excluded (22.3.2002) by S.I. 2002/376, art. 2(1)

C3

Act excluded (E.W.S.) by Companies Act 1985 (c. 6, SIF 27), s. 717(1)

C4

Act excluded (E.W.S.) (30.4.1992) by S.I. 1992/1027, reg. 2

C5

Act, as in force in Great Britain, extended to N.I. (1.10.2009) and Act, as it formerly had effect in N.I., ceases to have effect (1.10.2009) by virtue of Companies Act 2006 (c. 46), s. 1286(2)(b), 1300(2); S.I. 2008/2860, arts. 3(z), 7, 8, Sch.

C6

Act modified (3.12.2015) by The European Long-term Investment Funds Regulations 2015 (S.I. 2015/1882), reg. 9 (as amended (6.4.2017) by S.I. 2017/514, art. 6)

Contents

  1. Short title and interpretation
  2. 1Short title.
  3. 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
  4. 3Interpretation of terms.
  5. Definition and constitution of limited partnership
  6. 4Definition and constitution of limited partnership.
  7. 5Registration of limited partnership required.
  8. Application of other laws to limited partnerships
  9. 6Modifications of general law in case of limited partnerships.
  10. 6APrivate fund limited partnerships: actions by limited partners
  11. 7Law as to private partnerships to apply where not excluded by this Act.
  12. 7AApplication of company law
  13. Registration and designation
  14. 8Duty to register and designate
  15. 8AApplication for registration
  16. 8BName of limited partnership
  17. 8CCertificate of registration and certificate of designation as a private fund limited partnership
  18. 8DApplication for designation as a private fund limited partnership
  19. A limited partnership’s registered office
  20. 8EDuty to ensure registered office at appropriate address
  21. 8FChange of address of registered office by general partners
  22. 8GRegulations about change of address of registered office by registrar
  23. A limited partnership‘s registered email address
  24. 8HDuty to maintain a registered email address
  25. 8IChange of registered email address
  26. Duty to remove disqualified general partners
  27. 8JDuty to remove disqualified general partners
  28. Officers of general partners
  29. 8KDuty to maintain registered officer and named contacts
  30. 8LChange of registered officers and named contacts by general partner
  31. 8MDuty to notify changes in general partner’s registered officer
  32. 8NDuty to notify named contact
  33. 8ODuty to notify changes in named contacts
  34. 8PFailure to comply with obligations relating to officers
  35. 8QRegulations about change of registered officer’s address by registrar
  36. Notification of information about partners
  37. 8RDuty to notify registrar of change in partners
  38. 8SDuty to notify registrar of changes of information about partners
  39. 8TNotification of changes occurring before registration
  40. 8UFailure to notify information about partners
  41. 8VProhibition on acting unless general partner notified
  42. 8WRegulations about change of general partner’s address by registrar
  43. 9Registration of changes in partnerships.
  44. 10Advertisement in Gazette of statement of general partner becoming a limited partner and of assignment of share of limited partner.
  45. Notification of other changes in partnerships
  46. 10ADuty to notify registrar of other changes in partnerships
  47. 10BNotification of other changes occurring before registration
  48. 10CFailure to notify other changes in partnerships
  49. Confirmation statements
  50. 10DDuty to deliver confirmation statements
  51. 10EPower to amend matters to be confirmed in confirmation statement
  52. 10FFailure to deliver confirmation statement
  53. Power for HMRC to obtain accounts
  54. 10GPower for HMRC to obtain accounts
  55. 11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
  56. 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
  57. 13Registrar to file statement and issue certificate of registration.
  58. 14Register and index to be kept.
  59. The registrar
  60. 15The registrar
  61. The register of limited partnerships
  62. 16Inspection of statements registered.Inspection and copies of the register of limited partnerships
  63. 16AMaterial not available for public inspection
  64. 16BRecords relating to dissolved or deregistered limited partnerships
  65. Restriction on disclosure of information by registrar
  66. 16CRestriction on disclosure of information by registrar
  67. Restriction on use or disclosure of information by partners
  68. 16DRestriction on use or disclosure of information by partners
  69. Disclosure of protected residential address information under court order
  70. 16EDisclosure of protected residential address information under court order
  71. 17Power to Board of Trade to make rules.
  72. Dissolution, revival and deregistration
  73. 18Duty to notify registrar of dissolution
  74. 19Registrar’s power to confirm dissolution of limited partnership
  75. 20Administrative revival
  76. 21Registrar’s decision on application for administrative revival
  77. 22Effect of administrative revival
  78. 23Application to court for revival
  79. 24Decision on application for revival by the court
  80. 25Effect of court order for revival
  81. 26Voluntary deregistration of limited partnership
  82. 27Removal of limited partnership from index of names
  83. Winding up: applications and petitions to the court
  84. 28Winding up limited partnerships on grounds of public interest
  85. 29Winding up dissolved limited partnerships
  86. 30Power to make provision about winding up
  87. 31Winding up of limited partnerships: concurrent proceedings
  88. 32Power to amend circumstances for notification under section 31
  89. Delivery of documents to the registrar
  90. 33Documents to be delivered by authorised corporate service providers
  91. 34False statements: basic offence
  92. 35False statements: aggravated offence
  93. National security exemption from identity verification
  94. 36National security exemption from identity verification
  95. Service of documents
  96. 37Service of documents on limited partnership
  97. Regulations
  98. 38Regulations
  99. Schedule: Required information
  100. Part 1: Introduction
  101. 1Paragraph 1
  102. Part 2: Partners
  103. 2Individuals
  104. 3Legal entities
  105. Part 3: Registered officers
  106. 4Paragraph 4
  107. Part 4: Named contacts
  108. 5Paragraph 5