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Limited Partnership Law Reform

The UK limited partnership regime is the legal bedrock of the global funds industry, and the inspiration for numerous similar vehicles around the world. Dating from 1907, it was modernised in April 2017, following extensive advocacy by the BVCA. The new “Private Fund Limited Partnership” vehicle brought the UK framework in line with other jurisdictions, by improving certainty and removing administrative burdens.

The BVCA published a general technical briefing and Q&A on the use of UK limited partnership structures in 2018 and this can be shared with external stakeholders. This is available here.

We are now engaged with BEIS on its ongoing review of UK limited partnership law, as well as HMT’s review of the UK’s funds regime (which commenced in 2020). Our priority is for the Government to remove any uncertainty by bringing this review to an expeditious conclusion in a way that maintains the strengths of the UK limited partnership as a vehicle of choice for both UK and international investors.

The BVCA also represented the private equity and venture capital industry when amendments were made to the UK Partnerships Regulations 2008 in 2013, which changed the definition of a qualifying partnership as regards the preparation of financial statements for limited partnerships. A special briefing on this was published for BVCA members.

Chivers Opinion - The application of the Companies Act 2006 grouping tests to limited partnership structures is a complex and technical area. In 2010, the BVCA’s (then) Legal & Technical Committee sought the advice of leading corporate counsel, David Chivers QC, on the proper application of those tests in the context of the CRC Energy Efficiency Scheme legislation. A summary of Counsel’s advice, which has been approved by Counsel, is set out in the Appendix in this bulletin.