How to set up a limited partnership in the UK

Liability: General partners: unlimited liability for all debts. Limited partners: limited to the amount contributed (not for private fund LPs, where contribution is not required), but liable if they take part in management or draw back their contribution.

Minimum capital: Limited partners contribute a stated sum in cash or property (no minimum amount); contribution is not required for private fund LPs

1. 1

   Decide the partners' roles

   General partners manage and are liable for all debts; limited partners contribute money or property and must not take part in management. A person cannot be both. Partners can be individuals or companies.

2. 2

   Agree a partnership agreement

   Cover contributions, profit shares, management powers of general partners, and what happens when partners leave. It is not filed at Companies House.

3. 3

   Choose a name ending 'Limited Partnership' or 'LP'

   In Wales you can use 'Partneriaeth Cyfyngedig' or 'PC'. Names must not include 'LLP' or 'plc', be offensive or copy a trade mark; sensitive words need permission.

4. 4

   Choose the principal place of business

   This is your registered address. It must be a physical address in the nation where the LP is registered; a home address becomes public. It decides which Companies House office receives the form (Cardiff or London, Edinburgh or Belfast).

5. 5

   Complete the registration form

   Use form LP5 (LP5(s) for Scotland), or LP7 / LP7(s) to also designate a private fund LP. Include the nature of business, address, each partner's full name (general and limited listed separately), any fixed term and each limited partner's contribution.

6. 6

   Scottish LPs: add PSC information

   A Scottish LP must include a statement of initial significant control (its PSC information, or a statement that there are none) on form LP5(s) or LP7(s).

7. 7

   All partners sign and send with the £124 fee

   Post the signed form to the right Companies House office with a £124 cheque payable to 'Companies House'. The LP comes into existence when an acceptable form is registered.

8. 8

   Register with HMRC

   The general partner registers the LP for Self Assessment (and VAT if sales are expected to exceed £90,000) and each partner also registers individually.

9. 9

   Report changes within 7 days

   Tell Companies House about changes to registered details on form LP6 within seven days. Changes of general or limited partner status must be advertised in the Gazette.

• Form LP5 / LP5(s), or LP7 / LP7(s) for a private fund LP, signed by all partners
• Partnership agreement (recommended; not filed)
• Firm name with the correct ending (Limited Partnership, LP, or Welsh equivalents)
• Address of the principal place of business
• Full name of each partner, with general and limited partners listed separately
• Sum contributed by each limited partner and whether in cash or otherwise (not for private fund LPs)
• General nature of the business and term, if any (not for authorised or private fund LPs)
• Scottish LPs: statement of initial significant control (PSC information)
• £124 cheque payable to 'Companies House'

• Tell Companies House about any change to registered details on form LP6 within 7 days.
• The general partner registers the LP for Self Assessment; each partner registers individually and files their own return.
• Register for VAT if sales are expected to exceed £90,000 a year.
• Scottish LPs: keep PSC information up to date and file a confirmation statement (SLP CS01) each year, within 14 days of the end of the review period.
• Advertise in the Gazette any arrangement by which a general partner becomes a limited partner or a limited partner's share is assigned (not for private fund or authorised LPs).
• Accounts: no accounts go to Companies House unless the Partnerships (Accounts) Regulations apply (for example where a general partner is a UK limited company).

• Self Assessment: partnership return and each partner's own return by 31 January (31 October on paper).
• Scottish LPs: SLP CS01 confirmation statement every 12 months (£110); a missed statement is a criminal offence.
• Keep registered details current (form LP6) and keep limited partners out of management to protect their limited liability.