Confirm the partnership structure before preparing the registration

Ordinary UK Limited-Partnership Formation

Professional preparation and submission of an ordinary limited partnership registration for a genuine principal place of business in England and Wales or Northern Ireland.

An ordinary LP is not an LLP. It has general and limited partners, uses form LP5, and in England and Wales or Northern Ireland is not a body corporate or a separate legal person from its partners.

Check the intended structure Compare formation services

Commercial position: Coddan's professional fee is £195 + VAT, £325 + VAT with an initial administrative records pack, or from £495 + VAT for an accepted complex, corporate or overseas case. The current £124 Companies House paper registration fee is separate. Each formation service is a one-off instruction with no annual renewal.

you recognition

Form an ordinary UK limited partnership is for one specific partnership registration

This route serves The people or organisations involved who have selected, or are seriously considering, an ordinary limited partnership with a genuine principal place of business in England and Wales or Northern Ireland. The proposed business must be carried on in common with a view to profit and the structure must include at least one general partner and at least one limited partner.

Ordinary LP

General and limited partners, genuine principal place of business, LP5, and no separate legal personality in England and Wales or Northern Ireland. This is Form an ordinary UK limited partnership.

Limited liability partnership

A body corporate with members and designated members. Ordinary UK LLP formation belongs to UK LLP formation; international LLP formation belongs to International and non-UK LLP formation.

Scottish limited partnership

A different limited-partnership route with separate legal personality, Scottish form and current PSC obligations. Formation belongs to Form a Scottish limited partnership.

Private fund limited partnership

A fund-specific route using LP7 for a new PFLP or LP8 for a qualifying designation. Eligibility and regulatory referral belong to Private fund limited partnerships.

A general partnership does not obtain the registered ordinary-LP model of one or more limited partners alongside one or more general partners. A private limited company is a body corporate with shareholders and directors, not a partnership with general and limited partners. Compare an LLP with a private limited company provides the complete comparison with those structures.

Route diagnosis, not a substitute for full structure advice

Which formation route fits the intended organisation?

Ordinary LP, LLP, Scottish LP and PFLP formation comparison
Question	Ordinary LP through Form an ordinary UK limited partnership	LLP through UK LLP formation/International and non-UK LLP formation	Scottish LP through Form a Scottish limited partnership	PFLP through Private fund limited partnerships
The people or organisations involved	General partner and limited partner	Members and designated members	General partner and limited partner	General partner and qualifying fund investors
Legal personality	No separate legal personality in England and Wales or Northern Ireland	Body corporate with separate legal personality	Separate legal personality under Scots law	Depends on whether the PFLP is English, Welsh, Northern Irish or Scottish
Management	General partner manages; limited-partner management can affect liability	Determined by LLP law and agreement	General partner manages, subject to Scottish LP law and agreement	Fund-specific PFLP rules and professional analysis
Liability model	General partner bears partnership obligations; limited partner's statutory position is tied to contribution and compliance	LLP bears its debts, subject to law, member conduct and other liabilities	General and limited partner distinction applies	Special PFLP participation and capital rules
Address function	Genuine principal place of business under the current LP5 regime	Registered office	Scottish principal place under the current route	Depends on the qualifying PFLP route
Formation instrument	LP5	LL IN01	LP5(s)	LP7 for a new PFLP; LP8 for qualifying designation
PSC / confirmation statement	No ordinary annual confirmation statement or Scottish PSC regime under the current operative Form an ordinary UK limited partnership route	LLP PSC and confirmation-statement regimes apply	Current SLP PSC and confirmation-statement obligations apply	Depends on jurisdiction and PFLP status
Current identity-verification dependency	LP5 currently requests no Companies House personal code; Coddan KYC still applies	Current LLP role-specific rules apply	Current SLP rules and rollout position require separate checking	Assessed under the live PFLP route
Current official fee	£124 paper registration fee	Current LLP incorporation fee shown by UK LLP formation/International and non-UK LLP formation	Current Scottish LP fee shown by Form a Scottish limited partnership	Current PFLP fee shown by Private fund limited partnerships
Normal Coddan route	£195, £325, or assessed from £495 + VAT	UK LLP formation/International and non-UK LLP formation formation package	Form a Scottish limited partnership formation package	Private fund limited partnerships specialist triage

Compare LLPs, ordinary LPs and Scottish LPs provides the complete LLP, ordinary LP and Scottish LP comparison. Compare an LLP with a private limited company covers comparison with companies, general partnerships, sole traders and other structures. Form an ordinary UK limited partnership uses this focused table only to keep a formation instruction on the correct route.

The relationship and its registration are distinct

LP5 gives the qualifying partnership its registered status; it does not incorporate a new body

The partners must establish a partnership that carries on business in common with a view to profit. Registration under the Limited Partnerships Act 1907 is essential for the statutory limited-partnership status.

In England and Wales or Northern Ireland, the registered ordinary LP is not a body corporate and does not have the separate legal personality of an LLP or Scottish limited partnership. The people or organisations involved should not assume the intended limitation of a limited partner's liability before an acceptable LP5 has been registered.

Registration does not settle

the complete partnership agreement;
profit, voting or decision rights;
whether the structure is commercially suitable;
tax, accounting or regulatory treatment;
authority beyond the information supplied;
banking, insurance, licensing or contract acceptance.

Effective registration: Coddan's preparation, signature coordination, posting and payment are not registration. The ordinary limited partnership comes into existence when Companies House registers an acceptable LP5. The resulting certificate is evidence of registration; a submission or payment acknowledgement is not.

Formation-level role check

At least one general partner and one limited partner are required

The titles identify different statutory functions. They are not interchangeable labels, and the same person cannot act as both a general partner and a limited partner in the same partnership under the current ordinary-LP rules.

General partner

Manages the partnership business and may bind the firm. General partners are responsible for its debts and obligations under the applicable law.

Formation check: identity, authority, legal capacity and acceptance of the role must be clear.

Limited partner

Contributes money or property valued at a stated amount. A limited partner ordinarily must not manage or bind the firm; management or withdrawal of contribution can create liability consequences.

Formation check: identity, amount, form and stated value of the contribution must be consistent.

Jurisdiction and identity

The genuine principal place of business controls the Form an ordinary UK limited partnership route

Principal place of business

must be genuine and supported;
determines the registration jurisdiction and Companies House destination;
must be in England or Wales for that route, or Northern Ireland for the NI route;
is not an LLP registered office;
is not supplied by Coddan under Form an ordinary UK limited partnership.

Proposed name

must end with “Limited Partnership” or “LP”;
a Welsh principal place may use “Partneriaeth Cyfyngedig” or “PC”;
must satisfy the current controls applying to offensive, misleading, sensitive or restricted business names;
an existing registered or trading name is relevant to availability, confusion, trade-mark and passing-off review;
particular words may require consent or supporting evidence;
registration does not create trade-mark or passing-off rights.

An availability check is not a reservation. Companies House decides whether the name is acceptable. A trade-mark search, branding advice and legal opinion are separate services.

The current ordinary-LP instrument

LP5 records the formation particulars and must be signed by every partner

For an ordinary limited partnership in England and Wales or Northern Ireland, current Companies House material requires a paper LP5, the £124 registration fee and delivery to the appropriate Companies House office. An England-and-Wales application goes to the Cardiff or London office; a Northern Ireland application goes to Belfast. The current public route requires a cheque payable to Companies House. Coddan reconfirms the delivery address and payment method before dispatch. No general online LP5 incorporation service is currently advertised.

Firm details

proposed name;
general nature of business;
principal place of business;
term, if any, beginning with the registration date.

General partners

full name of each general partner;
authority and capacity checked by Coddan;
signature of each general partner.

Limited partners

full name of each limited partner;
amount contributed;
cash or other property and its stated value;
signature of each limited partner.

Coddan may request additional identity, beneficial-ownership, authority or risk information for KYC and acceptance even where that information is not printed on LP5. The reason for each additional request should be connected to the actual partner or case.

Select the event before the form

LP5 is not interchangeable with the Scottish, PFLP or later-change forms

Limited partnership forms and ownership boundaries
Instrument	Current function	Page owner	Form an ordinary UK limited partnership treatment
LP5	Register an ordinary LP in England and Wales or Northern Ireland	Form an ordinary UK limited partnership	Prepared and submitted within an accepted formation scope
LP5(s)	Register a Scottish limited partnership	Form a Scottish limited partnership	Not used by Form an ordinary UK limited partnership
LP7	Register a new private fund limited partnership	Private fund limited partnerships	Potential fund cases stop and transfer to specialist triage
LP8	Designate an existing qualifying LP as a PFLP	Private fund limited partnerships	Not a formation substitute
LP6	Notify specified later changes to a registered limited partnership	Later lifecycle owner	Explained only as a continuing obligation, not included in formation

Evidence follows the actual participant

Information needed for an acceptable ordinary-LP instruction

Coddan uses a form-specific checklist and then adds only the identity, authority, ownership and risk evidence required for the actual partners and proposed activity.

Partnership particulars

proposed name and jurisdiction;
genuine principal place and right to use it;
business nature and purpose;
term, if any;
commencement arrangements.

Partners and authority

identity of each general and limited partner;
current contact particulars needed for the instruction;
capacity and authority;
every required signature;
authority for Coddan to submit.

Contribution and terms

amount for each limited partner;
cash or property;
stated value of contributed property;
agreed terms or partnership agreement where relevant;
consistency with the proposed roles.

Acceptance and dependencies

KYC and AML evidence;
beneficial-owner information;
tax or regulatory advice already obtained;
translations or certified documents where required;
sanctions and jurisdiction-risk information.

Individual, corporate and overseas partners are not evidentially identical

Corporate and overseas participation requires an assessed evidence route

A legal body may be capable of acting as a partner, but Coddan must establish its existence, capacity, authority, signatories and beneficial ownership. Overseas status can add registry, governing-law, translation, certification and enhanced-review dependencies.

Existence and legal particulars

Legal form, governing law, registration number and register, registered or principal office, constitutional documents and current status.

Authority and control

Authority to become a partner, authorised signatories, current officers or controllers, beneficial owners and an ownership chart where proportionate.

Documentary route

Foreign registry evidence, certified translation, certification, notarisation, apostille or legalisation only where the particular document and route require it.

Each stage has a different effect

From structure check to certificate of registration

Ordinary limited partnership formation sequence
Stage	Legal or operational effect	you responsibility	Coddan role	External dependency
1. Structure selection	Identifies ordinary LP rather than LLP, SLP or PFLP	Supply purpose and professional conclusions	Formation-level checkpoint	Legal, tax or regulatory advice where needed
2. Underlying organisation	Partners agree roles, contributions and business terms	Provide genuine decisions and consistent authority	Administrative consistency review	Partnership agreement or legal advice
3. Place and name	Sets jurisdiction and proposed registered identity	Supply genuine place and right of use	Review route and name ending	Companies House name acceptance
4. Evidence and KYC	Establishes identity, capacity, authority and acceptance	Supply complete, accurate evidence	Review and identify dependencies	Registries, certifiers or professionals
5. LP5 preparation	Creates the proposed statutory application	Check particulars and authorise	Prepare current LP5	Current form and fee rules
6. Partner signatures	Authenticates the application; does not itself register the firm	Every partner signs through the accepted route	Coordinate signatures	Partner availability and authority
7. Paper submission	Places the application into the current Companies House route	Fund fees and maintain instructions	Submit to the correct office and record dispatch	Postal delivery and £124 fee processing
8. Examination	Companies House checks acceptability	Answer factual queries promptly	Coordinate response within scope	Registrar examination
9. Registration	The limited partnership comes into existence on registration	Do not treat an acknowledgement as registration	Record the result and provide certificate evidence	Companies House decision and certificate
10. Organisation and lifecycle	Tax, records, agreements and later filings continue separately	Complete operational and professional work	Supply only accepted record-pack or later work	HMRC, advisers, banks and regulators

Defined service target: Coddan aims to prepare and place an accepted application into the verified submission route so registration can ordinarily be pursued within 5–7 working days after complete and consistent information, evidence, signatures, KYC clearance, accepted fees and filing authority are received. This is not a guaranteed Companies House completion time.

Acceptance is a Registrar decision

A rejected application must be corrected on its facts

Companies House may reject an incomplete, inconsistent, unsigned, improperly paid or otherwise unacceptable LP5. Payment being taken, postal delivery or a Coddan dispatch record does not prove registration.

A correction and any resubmission must use accurate information and proper authority. Coddan will not invent a contribution, term, partner status, place of business, signature or effective date to obtain acceptance.

Further work may be separately scoped

A rejection caused by inaccurate or incomplete you information, changed instructions, unavailable signatures, sensitive wording, corporate evidence or a structure problem may require a new instruction or quotation.

Coddan records the submission or registration outcome but cannot guarantee acceptance, a registration date or a particular Companies House processing period.

Clear formation scope after the free explanation

Choose the accepted service that matches the partners and evidence

Each service separates Coddan's professional fee from VAT and the current £124 Companies House registration fee. Formation is one-off; later filings and professional work are separate.

One straightforward ordinary LP

Ordinary LP Registration

£195 + VAT

Official fee: £124, separate.

transparent UK participants;
name, route, partners, place, business, term and contribution review;
current LP5 preparation;
signature coordination and paper submission;
certificate or registration-outcome record.

Not included: agreement, records tier, principal place, corporate or overseas evidence, identity-verification charges, tax, regulated-activity analysis, professional advice or later LP6 filings.

One-off service · no annual renewal

Registration plus initial administration

Ordinary LP Registration and Records

£325 + VAT

Official fee: £124, separate.

all accepted standard-registration work;
initial administrative partnership record;
partner record and contribution schedule;
standard initial administrative documents;
filing and registration evidence.

Records boundary: the exact contents are stated before acceptance. The pack organises supplied information; it is not a partnership agreement and does not create negotiated profit, voting, management, admission or exit rights.

One-off service · no annual renewal

Assessment and written quotation

Complex, Corporate or Overseas Ordinary LP

from £495 + VAT

Official fee: £124, separate. Documentary and professional costs are also separate.

corporate or overseas partners;
additional authority or ownership review;
layered, trust, nominee or unusual control facts;
foreign or higher-risk documentary routes;
written scope naming included partners, evidence and coordination.

Not a fixed universal price: translation, certification, legalisation, foreign-law, tax, regulatory and professional work is included only if the quotation expressly says so.

One-off service · no annual renewal · no instant checkout

Ordinary limited partnership formation fee comparison
Service	Coddan fee	Companies House fee	Accepted event	Records	Renewal
Registration	£195 + VAT	£124 separate	One straightforward ordinary LP with transparent UK participants	Certificate or outcome record only	None
Registration and Records	£325 + VAT	£124 separate	One routine ordinary LP with transparent UK participants	Defined initial administrative pack	None
Complex, Corporate or Overseas	from £495 + VAT	£124 separate	Case defined by written assessment and quotation	Only if the quotation states it	None

Conditional acceptance protects the public record

Routine instruction, assessed quotation or professional referral

Routine route

Genuine confirmed jurisdiction, acceptable name, transparent UK participants, clear roles and contributions, lawful activity, available signatures, complete authority, passed KYC and no fund, regulatory, trust, nominee or foreign-law issue.

Assess and quote

Corporate or overseas partner, trust or nominee, layered ownership, sensitive name, unusual control, inconsistent contributions, foreign documents, sanctions risk, regulated activity, possible PFLP, rejected application or proposed place outside the confirmed route.

Pause, refer or refuse

Wrong structure, no genuine place, false partner or contribution, hidden ownership, unsupported management arrangement, unlawful or improperly regulated activity, missing capacity, sanctions or misuse concern, disputed facts, or work requiring professional conclusions.

Coddan begins substantive work after acceptance, receipt of complete and consistent evidence, KYC clearance, available signatures, agreed fees and filing authority. No public checkout, application form or portal is created on this page.

Formation completeness

Registration is not organisation

LP5 records a defined statutory registration. It does not replace the work needed to organise the partnership, operate it lawfully or preserve the intended commercial result.

Agreement and governance

Management, authority limits, voting, profit and loss, drawings, capital accounts, admissions, retirements, transfers, valuation, dissolution, disputes and contractual duties.

Tax, accounts and regulation

HMRC registration, partnership and partner returns, VAT, PAYE, accounting systems, qualifying-partnership accounts and any regulated permissions or fund analysis.

Commercial operation

Banking, payment services, insurance, contracts, property, employment, records retention and proof of the real business operation at its principal place.

The certificate starts a lifecycle

Continuing responsibilities remain after registration

General partners are responsible for delivering required later notifications. Under the current operative regime, specified changes are notified on LP6 within seven days. Certain changes in partner status or assignments also require Gazette notice.

Register changes

Later partner, contribution, name, term, business and principal-place changes require the appropriate current notification route. They are not included in the formation fee.

Tax and records

The nominated partner registers the partnership for Self Assessment; partners have their own tax obligations. Accounting and business records must be maintained.

Accounts

A qualifying partnership may have Companies House accounts obligations under the Partnerships (Accounts) Regulations 2008. This is assessed separately.

Future reforms

Later limited-partnership reforms will add further duties when commenced. Form an ordinary UK limited partnership does not present future registered-office, update-statement or identity-verification provisions as current law.

An ordinary LP currently does not use the annual confirmation statement and PSC filing package that applies to a Scottish limited partnership. Registration does not eliminate tax, accounting, contractual or sector-specific obligations.

Evidence-led administrative clarity

A clearer route comes from separating the decisions

A structure checkpoint, LP5-specific evidence list, principal-place review, separated partner and contribution data, signature coordination, transparent fee treatment and a recorded registration outcome reduce administrative repetition.

This can make the instruction more straightforward. It does not make liability, KYC, regulation, professional analysis or Companies House examination automatic.

What Coddan controls

accepted evidence collection and review;
LP5 preparation;
signature coordination;
submission through the verified route;
the filing or registration-outcome record.

What Coddan does not control

Postal delivery, Registrar examination, name acceptance, registration date, professional conclusions, banking, permissions or third-party decisions.

Keep every connected job with its proper owner

Formation routing and professional boundaries

LLP and limited-partnership guidance — Reception and routing

Return here where the initial LLP or limited-partnership destination remains unclear. Link activates after confirmed publication.

Compare LLPs, ordinary LPs and Scottish LPs — LLP, LP and SLP comparison

Use for the complete comparison of these three structures. Link activates after confirmed publication.

Compare an LLP with a private limited company — Alternative structures

Compare companies, general partnerships and other business structures. Link activates after confirmed publication.

UK LLP formation/International and non-UK LLP formation — LLP formation

Use the UK or international LLP route where members, rather than general and limited partners, are intended. Links activate after confirmed publication.

General and limited partner roles — Partner roles and liabilities

Complete role, authority, management and liability analysis. Future destination; no link published here.

Private fund limited partnerships — Private fund LPs

PFLP recognition, LP7, LP8 and regulatory referral. Future destination; no link published here.

Form a Scottish limited partnership — Scottish LP formation

Scottish principal-place and LP5(s) formation route. Future destination; no link published here.

Professional specialist referrals

Partnership agreement, legal, tax, accounting, regulatory, fund, banking, documentary and foreign-law work is separately scoped or referred.

Form an ordinary UK limited partnership does not provide a principal place, registered-office subscription, bespoke agreement, tax registration, accounts, banking, PFLP or Scottish LP service.

Relevant administrative capability

Formation experience supported by current evidence controls

Coddan has provided formation and continuing corporate services since 2005, operates as a formation agent, is supervised by HM Revenue & Customs as a trust or company service provider, and is registered with Companies House as an Authorised Corporate Service Provider.

These facts evidence Coddan's capacity to review, prepare and submit accepted ordinary-LP registration instructions and coordinate evidence within an agreed scope.

They do not amount to government endorsement, Companies House or HMRC approval of the partnership, guaranteed registration, or solicitor, accountant, tax-adviser, investment-adviser or insolvency-practitioner status.

Authoritative-source record

Current legal and operational position checked on 23 September 2026

The page uses current transaction-specific material. Where older general guidance conflicts with the current LP5 publication or Companies House fee schedule, the current form and fee source control.

Limited Partnerships Act 1907, as amended and currently in force.
Partnership Act 1890.
Economic Crime and Corporate Transparency Act 2023 and the operative commencement position.
Legislative Reform (Private Fund Limited Partnerships) Order 2017.
Companies House guidance on registering and running a limited partnership.
Current LP5 publication, form and filing notes.
Current Companies House fee schedule.
Companies House ECCT Act transition plan, used to separate current duties from later LP reforms.
HMRC partnership registration guidance.

Select the route that matches the structure

Begin with the partners, principal place and purpose—not a generic form

The next step is an event-specific instruction or assessment. Coddan confirms acceptance before substantive preparation and does not promise registration until Companies House registers the acceptable LP5.

£195 registrationOne accepted straightforward formation with transparent UK participants.

£325 registration and recordsFormation plus the stated initial administrative records pack.

Complex-case quotationCorporate, overseas, layered, documentary or enhanced-review case from £495 + VAT.

General and limited partner roles role assessmentUse where management, authority, agency, contribution or liability needs fuller analysis.

Possible PFLPTransfer to Private fund limited partnerships for eligibility, LP7 or LP8 and regulatory routing.

Scottish LPTransfer to Form a Scottish limited partnership for the Scottish principal-place, LP5(s) and PSC route.

Agreement or legal adviceUse the approved solicitor or partnership-document specialist referrals.

Professional dependenciesAccounting, tax, regulatory, fund, certification or foreign-law work is separately assessed.

The £124 Companies House fee is separate from every Coddan professional fee. No Form an ordinary UK limited partnership formation service provides a principal place of business, renews annually, guarantees a timetable or includes unspecified professional work.