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HMRC internal manual

Partnership Manual

Limited partnerships and limited liability partnerships: limited partnerships - overview

An overview of Limited Partnerships is provided at PM10600, which describes how an LP has at least one general partner, who manages the business and bears unlimited liability to creditors, and one or more limited partners. Limited partners have their liability for debts and obligations of the partnership restricted to a pre-determined sum, contributed as capital, but they are unable to withdraw this sum whilst they remain limited partners. It should be noted that limited partners will lose their limited liability status and become general partners if they get involved in the day-to-day running of the business, even if they do not agree with management decisions.