Set up and register a limited partnership

Dissolving a limited partnership

You can dissolve your limited partnership for any number of reasons - for example financial reasons, business purposes or personal disagreements. For limited partnerships, the dissolution must be handled by the general partners unless the court decides otherwise.

A limited partnership cannot be dissolved through any of the following circumstances:

  • a limited partner giving notice - unless there is a previous agreement between the partners
  • a limited partner offering his share as security for a debt - unless there is a previous agreement between the partners
  • the death or bankruptcy of a limited partner
  • a limited partner is considered a 'person of unsound mind' - unless their share cannot be determined

Notifying Companies House

The general partners are responsible for filing Forms LP5 and LP6 at Companies House even if accountants or other professionals have helped in their preparation.

The Limited Partnerships Act 1907 provides for the levying of penalties for failing to send the required forms to the Registrar.

There is no specific requirement for you to notify Companies House when dissolving a limited partnership. However, if you do notify Companies House of the dissolution of your limited partnership by filling in a form LP6, it will be accepted in good faith but the name will still remain on the index of live company names.

Subjects covered in this guide

Companies House

Companies House Contact Centre

0303 1234 500

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