There are few restrictions on who can be a partner. Both natural and artificial persons, such as companies, can be partners. It is not a requirement of partnership that each member is physically capable of performing the full range of the activities of the partnership business, but each must be capable of performing a part of the activities, even if that role is only to provide finance. A partner who plays no active part in the business but has contributed capital is often described as a ‘sleeping partner’.
There may be occasions when a person is described as a partner but is, in actual fact, an employee of the business. For example, the title may be given for prestige. ‘Salaried partner’ is the term usually used to describe such an employee. It is important to be aware, however, that the term may also be used to describe a person who is an actual partner, rather than an employee. For example, the term may be used to describe a partner who receives a first share of the firm’s profits. Whether or not a person is a partner or an employee will depend on the facts.
Spouses and civil partners can enter into partnership with each other. Sometimes this is done for tax planning reasons as it may be advantageous for a person to share their business profits with his or her spouse to maximise the use of their personal allowances and basic rate tax bands. HMRC is unlikely to challenge such an arrangement.
Minor children – Although partnerships involving minor children are rare, in law, a person under the age of eighteen may be a partner provided that they have the intellectual capacity to understand the nature of the business and the obligations of partnership. The age at which they reach this point will vary according to the individual and the business. Whether they become a partner is a question of fact. A minor, though, is not liable for any debts of the firm.
Under Scottish law, a person under the age of 16 is highly unlikely to be considered to have legal capacity to enter into a partnership, however (Age of Legal Capacity (Scotland) Act 1991, sections 1 and 2).
A general partnership is governed by the Partnership Act 1890. All partners of a general partnership are general partners and bear joint liability without limits for debts of the partnership.
A Limited Partnership (LP) is regulated by the Limited Partnership Act 1907 and must be registered at Companies House. As an overview, a Limited Partnership is one in which at least one of the partners restricts their liability for the debts and obligations of the firm to a pre-determined sum; such partners are known as the limited partners. A Limited Partnership must have at least one general partner who manages the business and bears unlimited liability to creditors. Limited partners must not take part in the management of the partnership business in order to preserve their limited liability.
A Limited Liability Partnership (LLP) is governed by the Limited Liability Partnership Act 2000. It must be registered at Companies House and have at least two designated members who have specific additional duties in respect of Companies House requirements, such as the filing of partnership accounts, charges and so on. In law, an LLP is a body corporate and has many similarities as a business structure to a limited company, whilst still providing the organisational flexibility offered by the partnership model. Members of an LLP have limited liability for the partnership debts to the extent of their capital contributions and, unlike limited partners of an LP, they are free to take part in management of the business. However, LLPs which are carrying on a trade or business are subject to the tax rules for partnerships rather than companies.
Taxing the profits of a business carried on in partnership
For tax purposes, a partnership is not regarded as a separate and distinct entity and we ‘look through’ to the persons making up the partnership. Partnerships are described as ‘transparent’ for this reason. This treatment applies equally to all types of partnership, including both those without separate legal personality, e.g. English general partnerships, and those with separate legal personality, e.g. Scottish partnerships and Limited Liability Partnerships. Statutory provisions exist to ensure that partnerships with separate legal identity are taxed in the same way as general partnerships.
Under this principle, partnerships have no tax liability. It should be noted, however, that profits of the partnership are computed at partnership level before being apportioned to the members. Partners are liable to tax on their share of profits from the partnership.
This treatment is in contrast to how ‘opaque’ entities, such as companies, are taxed; an opaque entity is itself liable to tax on its income and gains.
However, the partnership (that is all the partners jointly) is responsible for meeting some tax debts, such as PAYE and VAT.
Profits, losses or other income may be shared as the partners may mutually agree from time to time. Partners are free to agree the sharing ratios between them, although the allocation of profits or losses for an accounting period cannot be varied retrospectively after the end of that period.
Although the partnership has no tax liability, a partnership return (SA800) is required in order to determine the partnership profits on which the partners will be taxed. The partnership return allows all matters relating to the calculation of profits and their allocation between partners to be dealt with centrally. Separate tax computations will be required where the partnership has mixed membership, such as individual and company members or UK resident and non-UK resident members.
Each partner must declare their share of the partnership profits on their own tax return. The share of profits that a partner enters in their own return must correspond with the allocations shown in the partnership return. However, in exceptional cases of genuine disagreement between the partners over the allocation of profits, partners should enter, as their share of partnership profits, the amount they consider to be correct and advise HMRC that they have done so by making an entry in the white space notes section of the return to show:
the profits as allocated in the partnership statement,
a deduction (or addition) of the disputed amount, and
an explanation about why they think the profit allocated to them in the partnership statement is wrong.
Property118 Ltd understands that your privacy is important to you and that you care about how your personal data is used and shared online. We respect and value the privacy of everyone who visits this website, www.property118.com (“Our Site”) and will only collect and use personal data in ways that are described here, and in a manner that is consistent with Our obligations and your rights under the law.
Definitions and Interpretation
In this Policy the following terms shall have the following meanings:
means an account required to access and/or use certain areas and features of Our Site;
means a small text file placed on your computer or device by Our Site when you visit certain parts of Our Site and/or when you use certain features of Our Site. Details of the Cookies used by Our Site are set out in section 13, below;
means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003;
means any and all data that relates to an identifiable person who can be directly or indirectly identified from that data. In this case, it means personal data that you give to Us via Our Site. This definition shall, where applicable, incorporate the definitions provided in the EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”); and
Means Property118 Ltd , a limited company registered in England under company number 10295964, whose registered address is 1st Floor, Woburn House, 84 St Benedicts Street, Norwich, NR2 4AB.
Information About Us
Our Site is owned and operated by Property118 Ltd, a limited company registered in England under company number 10295964, whose registered address is 1st Floor, Woburn House, 84 St Benedicts Street, Norwich, NR2 4AB.
Our VAT number is 990 0332 34.
Our Data Protection Officer is Neil Patterson, and can be contacted by email at firstname.lastname@example.org, by telephone on 01603 489118, or by post at 1st Floor, Woburn House, 84 St Benedicts Street, Norwich, NR2 4AB.
What Does This Policy Cover?
As a data subject, you have the following rights under the GDPR, which this Policy and Our use of personal data have been designed to uphold:
The right to be informed about Our collection and use of personal data;
The right of access to the personal data We hold about you (see section 12);
The right to rectification if any personal data We hold about you is inaccurate or incomplete (please contact Us using the details in section 14);
The right to be forgotten – i.e. the right to ask Us to delete any personal data We hold about you (We only hold your personal data for a limited time, as explained in section 6 but if you would like Us to delete it sooner, please contact Us using the details in section 14);
The right to restrict (i.e. prevent) the processing of your personal data;
The right to data portability (obtaining a copy of your personal data to re-use with another service or organisation);
The right to object to Us using your personal data for particular purposes; and
If you have any cause for complaint about Our use of your personal data, please contact Us using the details provided in section 14 and We will do Our best to solve the problem for you. If We are unable to help, you also have the right to lodge a complaint with the UK’s supervisory authority, the Information Commissioner’s Office.
For further information about your rights, please contact the Information Commissioner’s Office or your local Citizens Advice Bureau.
What Data Do We Collect?
Date of birth;
Address and post code;
Business/company name and trading status;
Number of properties owned;
Contact information such as email addresses and telephone numbers;
Proof of residence and ID;
Financial information such as income and tax status;
Landlords insurance renewal dates;
Property Portfolio details such as value and mortgage outstanding;
How Do We Use Your Data?
All personal data is processed and stored securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with Our obligations and safeguard your rights under the GDPR at all times. For more details on security see section 7, below.
Our use of your personal data will always have a lawful basis, either because it is necessary for our performance of a contract with you, because you have consented to our use of your personal data (e.g. by subscribing to emails), or because it is in our legitimate interests. Specifically, we may use your data for the following purposes:
Providing and managing your access to Our Site;
Supplying our products and or services to you (please note that We require your personal data in order to enter into a contract with you);
Personalising and tailoring our products and or services for you;
Replying to emails from you;
Supplying you with emails that you have opted into (you may unsubscribe or opt-out at any time by the unsubscribe link at the bottom of all emails;
Analysing your use of our site and gathering feedback to enable us to continually improve our site and your user experience;
Provide information to our partner service and product suppliers at your request.
With your permission and/or where permitted by law, We may also use your data for marketing purposes which may include contacting you by email and or telephone with information, news and offers on our products and or We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that We fully protect your rights and comply with Our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
You have the right to withdraw your consent to us using your personal data at any time, and to request that we delete it.
We do not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected. Data will therefore be retained for the following periods (or its retention will be determined on the following bases):
Member profile information is collected with your consent and can be amended or deleted at any time by you;
Anti-Money Laundering information and tax consultancy records are to be kept as required by law for up to seven years.
How and Where Do We Store Your Data?
We only keep your personal data for as long as We need to in order to use it as described above in section 6, and/or for as long as We have your permission to keep it.
Some or all of your data may be stored outside of the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein). You are deemed to accept and agree to this by using our site and submitting information to Us. If we do store data outside the EEA, we will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the UK and under the GDPR
Data security is very important to Us, and to protect your data We have taken suitable measures to safeguard and secure data collected through Our Site.
Do We Share Your Data?
We may share your data with other partner companies in for the purpose of supplying products or services you have requested.
We may sometimes contract with third parties to supply products and services to you on Our behalf. Where any of your data is required for such a purpose, We will take all reasonable steps to ensure that your data will be handled safely, securely, and in accordance with your rights, Our obligations, and the obligations of the third party under the law.
We may compile statistics about the use of Our Site including data on traffic, usage patterns, user numbers, sales, and other information. All such data will be anonymised and will not include any personally identifying data, or any anonymised data that can be combined with other data and used to identify you. We may from time to time share such data with third parties such as prospective investors, affiliates, partners, and advertisers. Data will only be shared and used within the bounds of the law.
In certain circumstances, We may be legally required to share certain data held by Us, which may include your personal data, for example, where We are involved in legal proceedings, where We are complying with legal requirements, a court order, or a governmental authority.
What Happens If Our Business Changes Hands?
How Can You Control Your Data?
In addition to your rights under the GDPR, set out in section 4, we aim to give you strong controls on Our use of your data for direct marketing purposes including the ability to opt-out of receiving emails from Us which you may do by unsubscribing using the links provided in Our emails.
Your Right to Withhold Information
You may access certain areas of Our Site without providing any data at all. However, to use all features and functions available on Our Site you may be required to submit or allow for the collection of certain data.
How Can You Access Your Data?
You have the right to ask for a copy of any of your personal data held by Us (where such data is held). Under the GDPR, no fee is payable and We will provide any and all information in response to your request free of charge. Please contact Us for more details at email@example.com, or using the contact details below in section 14.
All Cookies used by and on Our Site are used in accordance with current Cookie Law.
Before Cookies are placed on your computer or device, you will be shown a cookie prompt requesting your consent to set those Cookies. By giving your consent to the placing of Cookies you are enabling Us to provide the best possible experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of Our Site may not function fully or as intended. You will be given the opportunity to allow only first party Cookies and block third party Cookies.
Certain features of Our Site depend on Cookies to function. Cookie Law deems these Cookies to be “strictly necessary”. These Cookies are shown below in section 13.5. Your consent will not be sought to place these Cookies, but it is still important that you are aware of them. You may still block these Cookies by changing your internet browser’s settings as detailed below in section 13.9, but please be aware that Our Site may not work properly if you do so. We have taken great care to ensure that your privacy is not at risk by allowing them.
The following first party Cookies may be placed on your computer or device:
Name of Cookie
Used only to collect performance data, with any identifiable data obfuscated
This cookie is strictly necessary for Cloudflare's security features and cannot be turned off.
Our Site uses analytics services provided by Google Analytics and Facebook. Website analytics refers to a set of tools used to collect and analyse anonymous usage information, enabling Us to better understand how Our Site is used. This, in turn, enables Us to improve Our Site and the products AND/OR services offered through it. You do not have to allow Us to use these Cookies, however whilst Our use of them does not pose any risk to your privacy or your safe use of Our Site, it does enable Us to continually improve Our Site, making it a better and more useful experience for you.
The analytics service(s) used by Our Site use(s) Cookies to gather the required information.
The analytics service(s) used by Our Site use(s) the following Cookies:
Name of Cookie
First / Third Party
__utma, __utmb, __utmc, __utmt, __utmz
Helps to understand how their visitors engage with our website
Helps to understand how their visitors engage with our website
In addition to the controls that We provide, you can choose to enable or disable Cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all cookies or only third party cookies. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser or the documentation that came with your device.
You can choose to delete Cookies on your computer or device at any time, however you may lose any information that enables you to access Our Site more quickly and efficiently including, but not limited to, login and personalisation settings.
It is recommended that you keep your internet browser and operating system up-to-date and that you consult the help and guidance provided by the developer of your internet browser and manufacturer of your computer or device if you are unsure about adjusting your privacy settings.