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You can set up a limited partnership to run your business.

You must have at least one 鈥榞eneral partner鈥� and one 鈥榣imited partner鈥�. 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鈥檒l 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 鈥榦rdinary鈥� 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鈥� 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 鈥榣imited liability partnership鈥�, 鈥楲LP鈥�, 鈥榩ublic limited company鈥� or 鈥榩lc鈥�
• be offensive
• be the same as an existing trade mark

Your name also cannot contain a 鈥榮ensitive鈥� word or expression, or suggest a connection with government or local authorities, unless you get permission.

Example

To use 鈥楢ccredited鈥� in your company鈥檚 name, you need permission from the Department for Business and Trade (DBT).

Check which words you need permission to use, and who from.

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) 鈥� once you鈥檙e incorporated you can move anywhere in UK

You can use your home address 鈥� this will be publicly available.

Partners鈥� responsibilities

You must have at least one 鈥榞eneral partner鈥� and one 鈥榣imited partner鈥� 鈥� a partner can be an individual or a company.

What type of partner you are makes a difference to:

• your liability for the partnership鈥檚 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鈥檚 set up
• are only liable for debts up to the amount you鈥檝e 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 (鈥榖inding鈥�) 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 拢90,000 a year
• act for the business if it鈥檚 wound up and dissolved

You may have to .

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 拢71 (by cheque, made payable to 鈥楥ompanies House鈥�, 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 (鈥榓ssets鈥�) are pooled and managed on behalf of the partners. Partners co-own the assets but only pay tax on their share of any profits 鈥� the scheme does not pay Corporation Tax.

The Financial Conduct Authority (FCA) has .

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 鈥� you must include your ACS authorisation number. There鈥檚 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鈥� details (for example, changes of name, new partners)
• partners鈥� 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鈥檙e an authorised partnership

If you鈥檙e 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.

It鈥檚 important to send your forms to the correct address, or your post will be re-directed and will take longer to reach us.