Regulating the very limited partnership

Abstract Limited partnerships (LPs) have received considerable press and policy attention over the past five years, culminating in legal reforms which provide an ability to align LP law more closely to company law. This paper challenges the wisdom of exercising this ability without prior analysis. It draws on historical, conceptual, and empirical methodologies to make three arguments. First, the LP is conceptually different from the company, with LPs being a legal transplant copied from other legal systems, and remaining distinctive: with (mostly) one manager which is meant to have unlimited liability. Secondly, LPs have clear policy aims which are different to those in company law. I use limited liability of an illustration of a policy issue that will be missed by aligning LP law to company law. Thirdly, the LP is overwhelmingly a Scottish vehicle. Recent company law reforms have been argued to be dissonant to Scottish company law, questioning the wisdom of aligning the LP’s regulation to companies.