Denmark
A kommanditselskab (abbreviated K/S) is the Danish equivalent of the limited partnership. The owners are divided into general partners (komplementarer in Danish) and limited partners (kommanditister in Danish). Often, the only general partner of a K/S is an Anpartsselskab with the least possible capital, thus reducing the liability of the K/S to the capital of the Anpartsselskab.
Germany
Kommanditgesellschaft auf Aktien – abbreviated KGaA – is a German corporate designation standing for 'partnership limited by shares', a form of corporate organization roughly equivalent to a master limited partnership. A Kommanditgesellschaft auf Aktien has two types of participators. It has at least one partner with unlimited liability (Komplementär). It is in that sense a private company. Komplementärs are natural persons or legal persons. If the Komplementär is a corporation with limited liability then the type of the company has to be named as UG (haftungsbeschränkt) & Co. KGaA, GmbH & Co. KGaA, AG & Co. KGaA or SE & Co. KGaA.[10] Under consideration of the aspects of European freedom of establishment it is also possible that corporations established under foreign law can become Komplementärs of a KGaA forming companies like Limited & Co. KGaA.
The investment of the partners with limited liability (Kommanditisten) is the stock of the company (Grundkapital) and divided into shares. A KGaA is in that aspect comparable with a German Aktiengesellschaft.
The investment of all partners is the corporate's total capital (Gesamtkapital). The KGaA is a traditional type of very large family businesses (that are partly publicly traded) in Germany; the consumer products giant Henkel, pharmaceutical company Merck and media conglomerate Bertelsmann are prominent examples.[11] In case of Merck, besides the owning family Merck also the members of the executive board are fully and privately liable for the company (including a period after withdrawal). Also the German football club Borussia Dortmund uses this corporate organization (as Borussia Dortmund GmbH & Co KGaA) for its professional football team as part of its compliance with the "50+1 rule".
Hong Kong
Hong Kong offers two forms of limited partnerships, namely limited partnerships governed by the Limited Partnership Ordinance and limited partnership funds, known as "LPFs", governed by the Securities and Futures Ordinance. Neither limited partnerships nor LPFs are separate and distinct legal persons. Instead, they are simply partnerships of persons, some of whom enjoy limited liability as a result of compliance with statutory requirements. Like many other jurisdictions, the partners who enjoy such limited liability are known as limited partners and their limited liability is contingent upon them not taking an active role in the management of the partnership.[12]
LPFs were introduced in 2020 and are intended to provide a domestic Hong Kong vehicle for private equity funds.[13]
Japan
Japanese law has historically provided for two business forms similar to limited partnerships: In 1999, the Diet of Japan passed legislation enabling the formation of "limited partnerships for investment" (投資事業有限責任組合). These are very similar to Anglo-American limited partnerships, in that they adopt most provisions of general partnership law but provide for limited liability for certain partners. Profits of an investment limited partnership pass through to all partners proportional to their investment share. For tax purposes, profits and losses will pass through only to the general partner(s) while the partnership has negative equity (i.e. liabilities exceeding assets); however, profits and losses while the partnership has positive equity are shared equally.
- Goshi gaisha, a form of close corporation (mochibun kaisha) with unlimited liability for certain shareholders
- Tokumei kumiai (lit. "anonymous partnerships"), a form of partnership in which non-operating partners have limited liability so long as they remain anonymous
New Zealand
In New Zealand, Limited Partnerships are a form of partnership involving General Partners, (who are liable for all the debts and liabilities of the partnership) and Limited Partners (who are liable to the extent of their capital contribution to the partnership). The Limited Partnerships Act 2008 replaces Special Partnerships that exist under Part 2 of the Partnership Act 1908. Special partnerships are considered obsolete as they do not provide the appropriate structure preferred by foreign venture capital investors.
Features of Limited Partnerships include: The registers of Limited Partnerships and Overseas Limited Partnerships are administered by the New Zealand Companies Office. Registration, maintenance and annual return filing for Limited Partnerships and Overseas Limited Partnerships are conducted through manual forms.
- a list of activities that the limited partners can be involved in while not participating in the management of the Limited Partnership (safe harbour activities)
- an indefinite lifespan if desired
- separate legal personality
- tax treatment for Limited Partnerships.
United Kingdom
In the United Kingdom, limited partnerships are governed by the Limited Partnerships Act 1907 and, on matters on which that act is silent, also by the Partnership Act 1890. The UK Department for Business, Enterprise and Regulatory Reform (now the Department for Business and Trade) consulted in 2008 on proposals to modify and merge the two acts,[14] but the proposals did not go ahead.
Scots law on partnerships (including limited partnerships) is distinct from English law. Under Scots law, partnerships are legal persons distinct from the partners.[15] However, lawsuits may still be filed against the partners by name,[15] the general partners are still exposed to 'pass-through' liability, and partners are still jointly and severally liable (although in the case of limited partners, only to the extent of their capital contribution). There has been discussion over whether limited partnerships operating under English law should be made separate legal entities as under Scots law, and in the same way as limited liability partnerships are. The Law Commission report on partnership law LC283 suggested that creation of separate legal personality should be left as an option for the partners to decide upon when a partnership is formed. There were concerns that automatically making partnerships separate legal entities would restrict their ability to trade in some European countries and also expose them to different tax regimes than expected.
Private Fund Limited Partnerships
The (SI 2017/514) made provision for partners to register their limited partnership as a "Private Fund Limited Partnership" (PFLP), which is available for collective investment schemes constituted by an agreement in writing.[16] The order relaxed the rules applying to private fund partnerships in order to remove some uncertainty in the application of the law, reduce administrative costs, and help ensure "that the UK remains an attractive and competitive location for private investment funds in comparison to other jurisdictions".[17] The relaxation of the law in relation to PFLPs was welcomed by the financial industry.[18]
United States
In the United States, the limited partnership organization is most common among film production companies and real estate investment projects, or in types of businesses that focus on a single or limited-term project. They are also useful in "labor-capital" partnerships, where one or more financial backers prefer to contribute money or resources while the other partner performs the actual work. In such situations, liability is the driving concern behind the choice of limited partnership status. The limited partnership is also attractive to firms wishing to provide shares to many individuals without the additional tax liability of a corporation. Private equity companies almost exclusively use a combination of general and limited partners for their investment funds. Well-known limited partnerships include Enterprise Products and Blackstone Group (both of which are public companies), and Bloomberg L.P. (a private company).
Before 2001, the limited liability enjoyed by limited partners was contingent upon their refraining from taking any active role in the management of the firm. However, Section 303 of the Revised Uniform Limited Partnership Act (if adopted by a state legislature) eliminates the so-called "control rule" with respect to personal liability for entity obligations and brings limited partners into parity with LLC members, LLP partners and corporate shareholders.
The 2001 amendments to the Uniform Limited Partnership Act
