Modifications to the Limited Partnerships Act 19079

1

The Limited Partnerships Act 190727 has effect with the following modifications in its application to an ELTIF marketed to retail investors under Chapter 5 of the ELTIF Regulation.

2

Section 4 (definition and constitution of limited partnership) is to be read as if–

F1a

in subsection (2A) there were omitted the words “and shall not be liable for the debts or obligations of the firm beyond the amount so contributed”;

b

after F2subsection (2A) there were inserted—

F32AA

The limited partners F4in a limited partnership that is not a private fund limited partnership are not liable for the debts or obligations of the firm beyond the amount of the partnership property which is available to the general partner to meet such debts or obligations.

F32AB

A person (“P”) who ceases to be a limited partner F5in a limited partnership that is not a private fund limited partnership ceases to have any liability for the debts or obligations of the firm.

F32AC

F6Subsection (2AB) does not prevent the debts and obligations of the firm from being taken into account, after P has ceased to be a limited partner, in determining the value of P’s share in the partnership.

c

F7subsections (2B)(b), (3) and (3A) were omitted.

3

In section 6 (modifications of general law in case of limited partnerships)—

a

subsection (1) is to be read as if at the end there were inserted the words–

For the purposes of this subsection, the exercise of rights conferred on limited partners by the rules or instruments of incorporation of a European long-term investment fund, authorised under Regulation (EU) No 2015/760 of the European Parliament and of the Council of 29th April 2015 on European Long-term Investment Funds, does not of itself constitute taking part in the management of the partnership business.

b

in F8subsections (3) and (3A), the reference to “general partners” is to be read as a reference to “the general partner and the depositary of the European long-term investment fund”; F9...

F10ba

in subsection (3B) the reference to “general partner” is to be read as a reference to “general partner or depositary of the European long-term investment fund”;

c

subsection (5) is to be read as if—

i

the words “Subject to any agreement express or implied between the partners” were omitted; and

ii

in F12paragraphs (b) and (f), at the beginning there were inserted the words “Subject to any express agreement between the partners,”.F11; and

d

in subsection (6) after “does not apply where a” insert “limited”.

4

Section 7 (law as to private partnerships to apply where not excluded by this Act) is to be read as if after the words “Subject to the provisions of this Act,” there were inserted “as modified by regulation 9 of the European Long-term Investment Funds Regulations 2015,”.

5

In section 9 (registration of changes in partnerships), F13subsection (1A) is to be read as if –

a

F14paragraphs (a)(iii) and (b)(iii) were omitted; and

b

the changes giving rise to a duty to send a statement to the registrar included–

i

the granting and the revocation of a European long-term investment fund authorisation under Article 6 of the ELTIF Regulation in respect of a limited partnership; and

ii

any change in the general partner or the name of the general partner of a limited partnership.

6

Section 10 (advertisement in Gazette of statement of general partner becoming a limited partner and of assignment of share of limited partner) does not apply.