English evolution

The vehicle of choice for many fund managers and investors despite its archaic roots, the English LP is set for a revamp.

For many of the countless private equity firms around the world that have used the English limited partnership, it may come as something of a surprise to learn that it is governed by laws dating back 100 years. However, thanks to a recent government announcement, this is about to change.

The English LP, noted for being the first vehicle of its kind to offer the benefits of tax transparency and limited liability, derives from the Limited Partnerships Act of 1907. This has resulted in certain anomalies, including the fact that such partnerships are only allowed a maximum of 20 members – a ruling which has to be circumvented by the construction of parallel partnerships.

Such dated nuances are now set to be swept away following a statement issued by Ian McCartney, UK minister for trade, investment and foreign affairs, that the government would be taking forward Law Commission proposals for the reform of limited partnership law. The Commission originally submitted its proposals in November 2003 in the form of a draft Bill to replace both the 1907 Limited Partnerships Act and the Partnerships Act 1890.

Among areas covered by the Bill are:

  • ? Specific reforms on the continuity of business following changes of partners and the innovation of conferring legal personality on partnerships.
  • ? Clarification of what partnership agreements govern and what mechanism for agreement/amendment they contain.
  • ? The provision of default provisions which would apply unless the partners agreed otherwise.
  • ? Reform of the rules on litigation and enforcement of claims against a partnership.
  • The updating of partnership law is being greeted as a victory by the British Venture Capital Association (BVCA), which had thrown its weight behind the efforts to bring about change. Peter Linthwaite: ?The proposed changes will mean that private equity funds structured as English limited partnerships can be established more quickly and efficiently than at present, with a minimum of legal complexity, and should ensure that these vehicles remain attractive to fund managers and investors worldwide.?

    Linthwaite also betrayed in his response just a hint of national pride that might also lie behind the jubilant reaction: ?This will help keep London the capital of European private equity,? he enthused.

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