Husband & wife, Limited partnership
Discussion
For the above - one has to be general partner, the other ltd partner.
One pays a higher rate of income tax (on their full time employed job) and the other pays standard rate tax as self employed.
Which position (general or ltd partner) should be assigned to which person when setting up the partnership?
Many thanks!
One pays a higher rate of income tax (on their full time employed job) and the other pays standard rate tax as self employed.
Which position (general or ltd partner) should be assigned to which person when setting up the partnership?
Many thanks!
I'm not sure what your question is. A partnership is normally a business arrangement where two or more people pool resources in order to operate a business venture together.
Traditionally, a simple partnership like this offers no limitation of liability for each partner. Each partner is joint and severally liable for ALL of the debts of the partnership. Also, with no limitations to this liability, each partners' personal assets are at risk.
Sometimes, a partnership can consist of a number of individuals and perhaps a limited company - although that is quite rare.
A popular option today is an LLP - or Limited Liability Partnership. In this form of partnership, the liability of the individuals involved in the partnership are only limited to the funds they have invested in the partnership. In other words, their personal assets are protected.
Traditionally, a simple partnership like this offers no limitation of liability for each partner. Each partner is joint and severally liable for ALL of the debts of the partnership. Also, with no limitations to this liability, each partners' personal assets are at risk.
Sometimes, a partnership can consist of a number of individuals and perhaps a limited company - although that is quite rare.
A popular option today is an LLP - or Limited Liability Partnership. In this form of partnership, the liability of the individuals involved in the partnership are only limited to the funds they have invested in the partnership. In other words, their personal assets are protected.
Thanks Eric.
My question was more to the tax implications of the individual’s in the partnership.
It needs to have a nominated ‘general’ partner and a nominated ‘limited’ partner.
I want to know which one of those positions should be assigned to the higher rate tax payer (if indeed it actually matters).
For reference, this is just a new business for house rentals between husband and wife.
My question was more to the tax implications of the individual’s in the partnership.
It needs to have a nominated ‘general’ partner and a nominated ‘limited’ partner.
I want to know which one of those positions should be assigned to the higher rate tax payer (if indeed it actually matters).
For reference, this is just a new business for house rentals between husband and wife.
What do you mean by a "limited" partner? Are you looking for tax efficient allocation of profits?
Partners in a partnership normally pay Income Tax (and NI) based on their percentage share of the annual business profits. The share is based on the agreed Profit Sharing Ratio (PSR) as set out in the formal partnership agreement.
Partners in a partnership normally pay Income Tax (and NI) based on their percentage share of the annual business profits. The share is based on the agreed Profit Sharing Ratio (PSR) as set out in the formal partnership agreement.
The HMRC form says I need to nominate a general partner and a limited partner?
Can’t be a general and a limited partner at the same time.
Just trying to find out if it makes any difference as to which rate taxpayer takes which position….
And yes - ultimately the most tax efficient role.
Can’t be a general and a limited partner at the same time.
Just trying to find out if it makes any difference as to which rate taxpayer takes which position….
And yes - ultimately the most tax efficient role.
I still don't know what you mean by "limited partner". In what way do you intend to "limit" the other partner?
Are you planning on paying this "limited partner" in some other manner outside of a share of profit arrangement - such as through a salary?
What HMRC form are you completing that is asking these questions?
Have you spoken to an accountant or solicitor about setting up this rather complicated and confusing partnership?
Are you planning on paying this "limited partner" in some other manner outside of a share of profit arrangement - such as through a salary?
What HMRC form are you completing that is asking these questions?
Have you spoken to an accountant or solicitor about setting up this rather complicated and confusing partnership?
From the link I posted -
‘You can set up a limited partnership to run your business.
You must have at least one ‘general partner’ and one ‘limited partner’. General and limited partners have different responsibilities and levels of liability for any debts the business can’t pay. All partners pay tax on their share of the profits.’
Afraid I can’t actually ask you any more questions than I have already and appreciate your time.
‘You can set up a limited partnership to run your business.
You must have at least one ‘general partner’ and one ‘limited partner’. General and limited partners have different responsibilities and levels of liability for any debts the business can’t pay. All partners pay tax on their share of the profits.’
Afraid I can’t actually ask you any more questions than I have already and appreciate your time.
From what I can see, it appears that general partners are the equivalent to Executive Directors (i.e. run the business) and limited partners are the equivalent to Non-Executive Directors (i.e. have no role in the day-to-day running). If you've both working in the business, you're both general partners.
I've never heard of a Limited Partnership before. The legislation dates from 1907, so they are not a new thing. I suspect they have fallen out of common use because they offer no benefits over a Limited company or an LLP, and there are other benefits to those structures.
It's a mechanism for a partnership between an investor - who has limited liability but cannot be involved in the running of the business - the limited partner - and others who run the business who are the general partners.
In terms of income tax, there is no difference in treatment between limited and general partners.
If you want to create an ordinary business partnership there is no requirement or means to register it with Companies House and the partners just declare their income a on a tax return.
It's a mechanism for a partnership between an investor - who has limited liability but cannot be involved in the running of the business - the limited partner - and others who run the business who are the general partners.
In terms of income tax, there is no difference in treatment between limited and general partners.
If you want to create an ordinary business partnership there is no requirement or means to register it with Companies House and the partners just declare their income a on a tax return.
Square Leg said:
Thanks for the replies - much appreciated.
More research needed from me.
Also consider a Scottish Limited Partnership.More research needed from me.
Edited by Square Leg on Thursday 9th September 20:44
Specifically, a Scottish LP has legal personality (so can own property, whereas an English LP cannot). That also has the effect of ring-fencing liability at the partnership level, not to the individual partners.
Note also that LPs (English or Scottish, but especially the latter) may *not* have the same protections if trading in other countries.
The other thing to consider (again because of liability) is having a Ltd company as the general partner, with individuals as limited partners. Since it is normally the general partner who carries all the liability, it is common to ringfence the liability into a Ltd company whilst still taking advantage of the tax benefits of an LP.
Eric Mc said:
I still don't know what you mean by "limited partner". In what way do you intend to "limit" the other partner?
Are you planning on paying this "limited partner" in some other manner outside of a share of profit arrangement - such as through a salary?
What HMRC form are you completing that is asking these questions?
Have you spoken to an accountant or solicitor about setting up this rather complicated and confusing partnership?
Eric, the OP is talking about setting up a Limited Partnership (LP), not an LLP. They've mostly been usurped by LLPs for general purpose use.Are you planning on paying this "limited partner" in some other manner outside of a share of profit arrangement - such as through a salary?
What HMRC form are you completing that is asking these questions?
Have you spoken to an accountant or solicitor about setting up this rather complicated and confusing partnership?
Scottish LPs are different to English LPs; specifically, SLPs have legal personality, can hold property, etc.
skwdenyer said:
Eric, the OP is talking about setting up a Limited Partnership (LP), not an LLP. They've mostly been usurped by LLPs for general purpose use.
Scottish LPs are different to English LPs; specifically, SLPs have legal personality, can hold property, etc.
#Scottish LPs are different to English LPs; specifically, SLPs have legal personality, can hold property, etc.
To be honest, in 45 years of being involved in accounting, I never came across a "Limited Partnership". They must be quite rare.
LPs are very rare. I’ve only come across Scottish ones and ones in Caribbean jurisdictions as far as I can recall.
From what I remember, the general partner(s) has/have limited financial investment but most/all of them management responsibility and the limited partner(s) put(s) in the money but doesn’t manage (or perhaps has a committee that sanctions specific exercise of power by the GP(s)).
If applicable that should dictate who does what and the tax consequences follow from that.
From what I remember, the general partner(s) has/have limited financial investment but most/all of them management responsibility and the limited partner(s) put(s) in the money but doesn’t manage (or perhaps has a committee that sanctions specific exercise of power by the GP(s)).
If applicable that should dictate who does what and the tax consequences follow from that.
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