Private fund limited partnership
A limited partnership designated as a private fund. It is set up by written agreement and is a collective investment scheme.
- 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, as amended in 2017.
Who it suits
- Private funds that want a limited partnership structure.
- Funds whose limited partners need a list of permitted activities.
Key facts
- Set up by
- A written agreement
- Capital contributions
- No requirements
- Limited partners
- A 'white list' of permitted activities
- Registration
- Form LP7, or LP7(s) in Scotland
- Registration fee
- £124, paper only
- Confirmation statement
- Scottish PFLPs only, fee £110
- Registered in
- England and Wales, Scotland or Northern Ireland
- Law
- Limited Partnerships Act 1907, as amended in 2017
What the law requires.
7 rules, each in plain words.
A written agreement and a collective investment scheme
A private fund limited partnership must be set up by written agreement and be a collective investment scheme.
Registration and designation together
A new partnership registers and is designated on one form, and an existing limited partnership is designated on LP8.
Certificate needed before the fund is protected
Until the certificate issues, the partnership is not a limited partnership and its limited partners are not protected.
A list of permitted limited partner activities
These activities do not count as taking part in management (section 6A).
Fewer changes to notify on LP6
Only name, principal place of business, partners and partner status changes are notified (section 9(1A)).
No Gazette notice for assigning a limited partner's share
A general partner ceasing to be one must still be advertised (section 10(1A)).
Legal personality for Scottish PFLPs
They deliver PSC information and file the SLP CS01.
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
- 2Adopt the fund agreement
A written agreement is required. It is not filed.
- 3Register and designate the fund partnership
One form, LP7 (LP7(s) in Scotland), registers and designates. Government fee: £124 on paper.
- 4Order the registration and designation certificateOnly if needed
Optional.
- 5Register for Self Assessment
Register with HMRC.
- 6Register for VAT
Needed once taxable turnover passes £90,000. Voluntary before that.
- 7Register as an employer for PAYEOnly if needed
Only if the partnership employs 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
5- LP7 application to register as a private fund limited partnership
- Written partnership agreement (private and not filed)
- Corporate party pack for any company partner
- Certificate of registration and designation
- Initial significant control statement (Scotland only)
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 the partnership qualifies
- File the SLP confirmation statement
Scottish PFLPs only: within 14 days after each review period. Fee £110
- Pay the data protection fee
Every 12 months, on the renewal date the ICO sets
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
6 changes- Change the partners
- Change the partnership's name or other particulars
- Change the principal place of business
- Assign a limited partner's interest
- 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 dissolve and wind up the fund. 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 fund is insolvent, 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.
Private fund limited partnership
- Prepares the LP7 application, which registers and designates the fund in one step.Formation
- Drafts the fund agreement, or takes yours, and collects each partner's signature.Formation
- Files the LP6 notice within 7 days when partners or their status change.People
- Files the SLP CS01 confirmation statement for Scottish PFLPs.Ongoing
- 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
- File the Partnership Tax Return
- Deliver accounts of a qualifying partnership
- File the SLP confirmation statement
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Pay the data protection fee
- 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.
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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