Set up and run a limited partnership
Explains your responsibilities, including choosing a name, having a registered address, appointing partners and registering with Companies House.
You can set up a limited partnership to run your business.
You must have at least one ‘general partner’ and one ‘limited partner’. General and limited partners have different responsibilities and levels of liability for any debts the business cannot pay. All partners pay tax on their share of the profits.
You’ll need to:
- choose a name
- have a registered address (also known as your principal place of business)
- appoint general and limited partners
- register with Companies House
The rules are different for setting up a limited liability partnership, an ‘ordinary’ business partnership or a private limited company.
Choose a name
You can trade under your own names, or you can choose another name for your business. You do not need to register your name.
You must include all the partners’ names and the business name (if you have one) on official paperwork, for example invoices and letters.
Business names
Limited partnership names must not:
- include ‘limited liability partnership’, ‘LLP’, ‘public limited company’ or ‘plc’
- be offensive
- be the same as an existing trade mark
Your name also cannot contain a ‘sensitive’ word or expression, or suggest a connection with government or local authorities, unless you get permission.
Example
To use ‘Accredited’ in your company’s name, you need permission from the Department for Business and Trade (DBT).
Check which words you need permission to use, and who from.
You’ll need to register your name as a trade mark if you want to stop people from trading under your business name.
Registered address
Your registered address (known as principal place of business) is where official communications are sent, for example letters from HMRC.
It must be:
- a physical address
- your main place of business
- in the same country that your limited partnership is registered in (for example, a limited partnership registered in Scotland must have a registered office address in Scotland) — once you’re incorporated you can move anywhere in UK
You can use your home address — this will be publicly available.
Partners’ responsibilities
You must have at least one ‘general partner’ and one ‘limited partner’ — a partner can be an individual or a company.
What type of partner you are makes a difference to:
- your liability for the partnership’s debts
- your responsibilities
You cannot be a general and a limited partner at the same time.
All partners are equally responsible for any debts or obligations until the partnership has been registered.
Limited partners
As a limited partner you:
- contribute an amount of money or property to the business when it’s set up
- are only liable for debts up to the amount you’ve contributed
- cannot manage the business
- cannot remove your original contribution
You must register for Self Assessment with HMRC.
General partners
As a general partner you:
- are liable for any debts the business cannot pay
- control and manage the business
- can make irreversible (‘binding’) decisions for the business
- can apply for your business to act as an authorised contractual scheme (ACS)
You must:
- register the business with Companies House
- register the business for Self Assessment with HMRC - you must also register separately as an individual
- register the business for VAT if you expect sales to be more than £90,000 a year
- act for the business if it’s wound up and dissolved
You may have to send accounts to Companies House if the general partner is a limited company.
Register your limited partnership
Download and fill in the application to register a limited partnership.
All partners must sign the form.
Send it by post with a fee of £71 (by cheque, made payable to ‘Companies House’, or by postal order).
Companies House will usually register your limited partnership within 5 days of getting your application.
Becoming an authorised partnership
General partners can apply for the limited partnership to act as an authorised contractual scheme (ACS).
In an ACS money or property (‘assets’) are pooled and managed on behalf of the partners. Partners co-own the assets but only pay tax on their share of any profits — the scheme does not pay Corporation Tax.
The Financial Conduct Authority (FCA) has guidance on getting a limited partnership authorised.
Tell Companies House
You must tell Companies House if the FCA has authorised your limited partnership to act as an ACS.
Download and fill in the change of details for a limited partnership form — you must include your ACS authorisation number. There’s no fee.
Changes you must report
You must tell Companies House about changes to your limited partnership including:
- its registered address
- its registered name
- its type of business activity
- partners’ details (for example, changes of name, new partners)
- partners’ liability (for example, if a limited partner becomes a general partner)
- the sum contributed by a limited partner
- closure
Download and fill in the change of details for a limited partnership form.
If you’re an authorised partnership
If you’re part of an authorised contractual scheme (ACS), you do not need to tell Companies House about:
- changes to limited partners
- changes in sums contributed by limited partners
Where to send your forms
Send your forms to Companies House main office.
Companies House
Crown Way
Cardiff
CF14 3UZ
DX 33050 Cardiff
It’s important to send your forms to the correct address, or your post will be re-directed and will take longer to reach us.
Updates to this page
Published 13 October 2014Last updated 1 May 2024 + show all updates
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Fee to register updated to £71. The VAT registration threshold has been increased from £85,000 to £90,000.
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VAT Registration threshold: Increased from £83,000 to £85,000
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First published.