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 can’t 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 don’t 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 can’t contain a ‘sensitive’ word or expression, or suggest a connection with government or local authorities, unless you get permission.


To use ‘Accredited’ in your company’s name, you need permission from the Department for Business, Energy and Industrial Strategy (BEIS).

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 HM Revenue and Customs (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 a PO Box, but you must also include a physical address and postcode after the PO Box number.

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 can’t 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
  • can’t manage the business
  • can’t remove your original contribution

You must register for Self Assessment with HM Revenue and Customs (HMRC).

General partners

As a general partner you:

  • are liable for any debts the business can’t 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:

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 £20 (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.

Same day service

Your partnership can be registered the same day Companies House gets your application as long as it arrives before 3pm, Monday to Friday.

You must write ‘Same day registration’ on the envelope and include a cheque or postal order for £100.

Your partnership will be registered the next working day if the form arrives after 3pm.

Where to send the form

Send forms to the correct address depending on where your limited partnership is based. If you want a delivery receipt you must send a pre-paid addressed return envelope.

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 doesn’t 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.

Send forms to the correct address depending on where your limited partnership is based.

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.

Send forms to the correct address depending on where your limited partnership is based.

If you’re an authorised partnership

If you’re part of an authorised contractual scheme (ACS), you don’t need to tell Companies House about:

  • changes to limited partners
  • changes in sums contributed by limited partners

Where to send forms

Send forms to the correct address depending on where your limited partnership is based.

England and Wales

The Registrar of Companies
Companies House
Crown Way
CF14 3UZ


Companies House
Fourth floor
Edinburgh Quay 2
139 Fountainbridge

Northern Ireland

Companies House
Second floor
The Linenhall
32-38 Linenhall Street
Northern Ireland

Published 13 October 2014
Last updated 1 April 2017 + show all updates
  1. VAT Registration threshold: Increased from £83,000 to £85,000
  2. First published.