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 Partnership law solicitors

Partnership law solicitors

Whether you are an entrepreneur looking to set up a partnership with friends or a private equity investment fund looking to use a limited partnership as your preferred structure, we have the expertise to advise you.


Partnership law expertise

What sets us apart from other legal advisers is our in-depth knowledge of all forms of partnership law. Whether you are an entrepreneur looking to set up a partnership with friends or a private equity investment fund looking to use a limited partnership as your preferred structure, we have the expertise to advise you.

Our team has a proven track record of advising professional services firms including accountants, IFAs and estate agency firms, with a particular focus on the healthcare sector. In addition we advise farming partnerships and partnerships in the retail and food and drink industry.

We also frequently advise on limited partnerships and their use as private equity funds, property investment funds (including student accommodation) and in connection with central asset reserves for pension schemes. Some of our Partners have been particularly active contributing towards the consultations on proposed new legislation in the area of Scottish Limited Partnerships, a niche area of partnership law.

In addition, we are the specialist firm of choice to more than 350 of Scotland’s smaller law firms, through our HM Connect support and referral network. This role sees us advise on a significant number of partnership matters relating to law firms and also give specialist opinions on complex partnership problems for these law firms’ clients.

Chambers UK Guide to the Legal Profession recommends us as one of the leading firms in Scotland for Partnership Law.

You may have heard of Partnership law referred to in many different contexts, from being used in complex private equity funds and professional partnerships to a more humble farming partnership. You may also think it can’t be the same law which applies in all these different contexts and you will be correct, the answer is simply that it is not the same law.

There are actually three different entities with the name partnership, being (i) a partnership; (ii) a limited partnership; and (iii) a limited liability partnership (or known by its abbreviation LLP), each with its different legislation and case law.


Our services



  • Preparing partnership agreements.
  • Advising on exits of partners including deeds of retirement.
  • Advising on admissions of new partners.
  • Advising on contentious partnership matters such as share of profits on a disposal
  • Advising on converting partnerships into LLPs.

Limited partnerships


  • Formation of limited partnerships for use as carry, co-invest and feeder vehicles in private equity funds and property investment funds, and use in pension schemes.
  • Preparing and advising on limited partnership agreements and amended limited partnership agreements.
  • Advising on Scots law aspects of limited partnerships including its separate legal personality.
  • Giving opinions to funders and investors to limited partnerships.
  • Advising on the persons of significant control legislation.



  • Preparing LLP members’ agreements for LLPs.
  • Advising on exits of members including dealing with transfers of interests.
  • Advising on admissions of new members.
  • Advising on disputes between members.
  • Acting on sale of the LLP whether by way of disposal of all the members’ interest or the business and assets of the LLP.


Team highlights

A Practical Guide to Partnership Law in Scotland


Our Partner, Stephen Chan, has published a book “A Practical Guide to Partnership Law in Scotland” for Thomson Reuters.”

Scottish Limited Partnerships


We advised RPLP General Partner Limited on a new Scottish Limited Partnership called Riverfront Property Limited Partnership which is to be used to develop property in the Glasgow waterfront. The Scottish Limited Partnership was selected due to the benefits of its structure and also tax transparency.

We advised a London based property investment fund on two separate Scottish Limited Partnerships, which were used as carried interest vehicles in two separate structures created to carry out significant property developments in London.

We continue to advise one of the country’s largest infrastructure investment funds in the use of Scottish Limited Partnerships in infrastructure projects. In one calendar year we advised on the establishment of 10 Scottish limited partnerships for this investment fund.

Business sale


We advised leading Scottish accountancy firm Campbell Dallas LLP in its sale to The Baldwins Group, part of the international business services firm CogitalGroup.


“Harper Macleod are highly competent and knowledgeable on Scottish partnerships. They have a high degree of technical knowledge and an ability to apply that to provide practical commercial solutions.”

– Chambers UK 2024

“They are specialists in Scottish partnership law and are able to leverage their broader knowledge and experience to provide well-considered guidance.”

– Chambers UK 2024

“Dedicated Scottish practice advising international law firms and fund managers on SLPs and LPs. Also assists City law firms with the use of Scottish partnerships as carried interest vehicles. Particularly strong in the real estate sector where it aids clients with a variety of matters, including partnership structuring.” Clients say “Their availability and responsiveness to clients is second to none.”

– Chambers UK 2022


Speak to us today on 0330 159 5555

Get in touch


Get in touch

Call us for free on 0330 159 5555 or complete our online form below to submit your enquiry or arrange a call back.