Limited partnership

A limited partnership is a structure with at least one general partner, who manages the business and bears unlimited liability, and one or more limited partners, whose liability is capped at their capital contribution.

How it is used in property

Common in development projects and syndications, where a promoter or developer acts as general partner and passive investors come in as limited partners. It is tax-transparent — income and losses generally flow through to the partners.

The key constraint on limited partners

A limited partner who participates in management can lose their limited liability status. The protection depends on remaining passive.

What to check as a limited partner

• Who the general partner is, and their track record
• What decisions require partner approval
• How and when you can exit
• Fee structure
• Whether the offer is regulated under the FMCA

Common misunderstanding

Passive means passive. Investors who want both limited liability and a say in decisions are asking for something the structure does not provide.

Registered with the Companies Office under the Limited Partnerships Act 2008 — you can and should check the register.

Related terms

Last reviewed: 1 August 2026 · General information only, not tax advice.

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