Limited partnership
A partnership with at least one general partner, who has unlimited liability, and at least one limited partner. It is registered at Companies House and, in England, Wales and Northern Ireland, has no separate legal personality.
- Entiva fee to form
- $669
- Government fees to form
- £176
- Run plan
- $49 a month
- Steps to form
- 9
- Ongoing filings
- 4
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Limited Partnerships Act 1907.
Who it suits
- Ventures with a general partner who accepts unlimited liability.
- Partnerships that need at least one limited partner.
Key facts
- Partners
- At least one general and one limited partner
- General partner liability
- Unlimited
- Legal personality
- None in England, Wales or Northern Ireland
- Registration fee
- £124, paper only
- Changes
- Notified on LP6 within 7 days
- Confirmation statement
- None at present
- Registered in
- England and Wales, Northern Ireland
- Law
- Limited Partnerships Act 1907
What the law requires.
8 rules, each in plain words.
A principal place of business
It must be in the part of the UK where the partnership is registered, and reforms will replace it with a registered office and email.
Changes notified on LP6 within 7 days
The firm signs the notice.
Gazette notice for some changes
A limited partner's assignment of their share, or a general partner becoming a limited partner, has no effect until advertised in The Gazette.
No annual confirmation statement yet
Reforms due no earlier than the end of 2026 will add confirmation statements and identity verification for general partners.
Accounts for qualifying partnerships
Where every general partner is a limited company, the partnership delivers accounts under the Partnerships (Accounts) Regulations 2008.
Registration before limited partners are protected
Until the certificate issues, the partnership is treated as a general partnership and every limited partner as a general partner.
A name ending 'Limited Partnership' or 'LP'
The Welsh equivalent is used where relevant.
A private partnership agreement
It is not filed.
How Entiva forms it.
9 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
9 steps- 1Check the name is available
The name must end 'Limited Partnership' or 'LP', or the Welsh equivalent where relevant.
- 2Adopt the partnership agreement
The agreement is not filed.
- 3Register the limited partnership
Form LP5, signed by every partner and filed on paper. Government fee: £124.
- 4Register for Self Assessment
Register the partnership with HMRC.
- 5Register for VAT
Needed once taxable turnover passes £90,000. Voluntary before that.
- 6Register as an employer for PAYEOnly if needed
Only if the partnership employs staff.
- 7File the workplace pension declarationOnly if needed
Only once there is a member of staff.
- 8Pay the data protection fee
Paid to the Information Commissioner's Office (ICO) before processing personal data, unless exempt.
- 9Set up handling of statutory postOnly if needed
Optional. Sets how post at the registered office or service address is handled.
Documents
4- LP5 application for registration of a limited partnership
- Limited partnership agreement (private and not filed)
- Corporate party pack for any company partner
- Certificate of registration of the limited partnership
Who takes part
4- A general partner who is an individual gives photo ID and proof of address
- A company acting as general partner is checked, with the people who own it
- Limited partners with 25% or less are named and screened
- Limited partners with more than 25% give ID and proof of address
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
4 filings- File the Partnership Tax Return
31 October (paper) or 31 January (online) after the tax year
- Deliver accounts of a qualifying partnership
With the corporate partners' accounts, if every general partner is a limited company
- Pay the data protection fee
Every 12 months, on the renewal date the ICO sets
- File the workplace pension declaration
Within 5 months of duties starting, and within 5 months of each re-enrolment
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
7 changes- Change the partners
- Change the partnership's name or other particulars
- Change the principal place of business
- Assign a limited partner's interest
- Designate the partnership as a private fund
- Order certified copies of registry documents
- Get a registry document apostilled for use abroad
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary dissolution
When the partners agree to dissolve and wind up the partnership. The law that would remove it from the register is not yet in force.
- 1
Record the dissolution and report it on form LP6
- 2
Cancel the VAT registration
- 3
Close the PAYE scheme
Insolvent winding up
When the partnership cannot pay its debts, under the Insolvent Partnerships Order 1994. The law that would remove it from the register is not yet in force.
- 1
An insolvency procedure winds up the partnership
- 2
Record the dissolution and report it on form LP6
What Entiva does for you.
From the first filing to the last.
Limited partnership
- Prepares the LP5 application with each partner's particulars and posts it.Formation
- Drafts the partnership agreement, or takes yours, and collects each partner's signature.Formation
- Files the LP6 notice within 7 days when partners change.People
- Advertises a limited partner's assignment in The Gazette and files LP6.Ownership
- Files the Partnership Tax Return (SA800) once the nominated partner approves.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$669one-off
- Government fees
- £176
Steps marked only if needed are not counted.
Closing it
From $129
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in the UK
- File the Partnership Tax Return
- Deliver accounts of a qualifying partnership
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- File the workplace pension declarationOnly if needed
- Pay the data protection fee
- Designate the partnership as a private fund
- Get a registry document apostilled for use abroad
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $669, one-off. Government fees are passed through at cost.
£124, paper only.
The registration threshold is £90,000.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Excludes steps marked only if needed.
Every year
The Run plan costs $49 a month ($588 a year).
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Changes
Routine changes are included in the Run plan.
Per document: £45 standard paper, £40 next-day and £100 restricted urgent, £35 e-Apostille.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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