A Limited Partnership (LP) is a vehicle designed to bring flexibility in the corporate sphere. LPs having a legal personality are legal persons distinct from their members.

The structure of a company requires matters to be laid down by statute, whereas the constitution and governance of an LP are set out in the partnership agreement. This flexibility means that the LP partners are free to choose the structure which works best for them.


A limited partnership must have at least two partners, one or more general partners and one or more limited partners. In most jurisdictions, a general partner can also be a limited partner and vice versa.

General Partners: General partners undertake the management of the partnership and, in common with partners in an ordinary or “general” partnership, have an implied authority to bind the partnership when acting within the sphere of the partnership’s activities.

Limited Partners: Limited partners are not intended to, and should not; participate in the active management of the limited partnership. They are effectively passive investors and as limited partners have no implied authority to bind the partnership.

Potential uses for limited partnerships

Limited partnerships have many potential uses. Their appeal will vary according to the nature of the laws and fiscal regimes of the potential investors’ home jurisdictions. Below are some of the possible uses for limited partnerships include:

  • private equity and venture capital schemes;
  • management buy-outs and project finance;
  • property development schemes;
  • collective investment funds;
  • tax and financial planning;
  • estate planning and asset protection; and
  • Bank capital raising.

Our Services

At Valsen, we offer you a one stop shop solution for registration and administration of your Limited partnership in any jurisdiction of your choice. Our services include but are not limited to the following;

  • LLP formation services
  • LLP bank account assistance with bank account opening
  • Drafting of contractual agreements and other legal documents for governance and execution of deals
  • Provision of nominee services to the ultimate beneficial owners
  • Post LLP Start-Up & Maintenance Services
  • Registered Office Address & Members Service Addresses
  • LLP tax registration and accounting services

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+248 252 5217

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