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HMRC internal manual

VAT Refunds

Claims for overdeclared output tax: Who can claim: Limited partnerships in England and Wales

A limited partnership is a partnership constituted under the Limited Partnership Act 1907 and comprises of 

  • a number of partners who are general partners, and
  • a number who are limited partners.

Limited partnerships will be registered on the Register of Limited Partnerships kept by the Registrar of Companies. If it is not registered, it should be treated as a general partnership with all partners being treated as general partners.

As in the case of English general partnerships, limited partnerships do not have legal personality. It is the general partners who carry on the business of the firm and they who bear the liability for the debts and obligations of the firm. The limited partners are not involved in the running of the business and are only liable for debts to the extent of the capital that they have introduced into the partnership.

A limited partnership cannot sue or be sued in the name of the firm and all rights and obligations lie with the individual general partners - not the limited partners.

While the partnership continues in existence, claims must be made by one of the general partners and repayments must be paid into the partnership’s trading account.

However, once the partnership has been dissolved, claims may be made by any person who acted as a general partner in the firm, for any period during which he acted as such.

You should be very careful, when dealing with claims from partners of firms that have been dissolved or claims from ex-partners of existing firms, to ensure that claims are not duplicated. You should be able to find the names of all general partners, past and present, and their periods of membership of the firm on the VAT2 forms on Electronic Folder.

You should also ensure that any claim from a limited partnership is made by one of the general partners and not by any of the limited partners.

Please note that limited partnerships and limited liability partnerships, see VR2580, are different things.