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HMRC internal manual

Debt Management and Banking Manual

HM Revenue & Customs
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Debt and return pursuit: VAT: liability for payment: limited partnerships

Limited partnerships, constituted under The Limited Partnership Act 1907, consist of general partners and limited partners.

General partners are liable for partnership debts.

Limited partners are liable only to the extent of the amount they invest on the partnership. Section 4(2) of the Act provides:

“A limited partnership shall not consist of more than twenty persons, and must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and shall not be liable for the debts and obligations of the firm beyond the amount so contributed.”

Limited partners may not take part in the running of the partnership business. The normal procedure in VAT Registration Units is to register limited partnerships in the names of the general partners only. E.g. if there is only one general partner, we will register the business as a sole proprietorship. See V1-28 Registration.

Limited partnerships must register with the Registrar of Companies, Companies House.

Contact the Enforcement Technical Team (Debt Management Bradford) before taking action against a limited liability partnership constituted under The Limited Partnership Act 1907.