Partnership as a holding legal entity

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Can a UK partnership be a holding entity of a *UK Ltd, with no consolidation or audit requirements
* UK Ltd is a parent itself, with two foreign subsidiaries under it, where it prepared audited consolidated accounts.

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By paul.benny
02nd Mar 2021 09:57

I vote no: a partnership is not a legal person*: you would have to have the shares jointly owned by all of the partners - or for each partner to have an equal shareholding.

* unless it is an LLP. And the status differs in Scotland.

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Replying to paul.benny:
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By ktalat
02nd Mar 2021 10:36

Thanks. What if the partner agreement stipulated different % for each partner?

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Replying to ktalat:
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By paul.benny
02nd Mar 2021 10:43

Then have the shareholdings proportionate to the shares in the partnership agreement.

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Replying to paul.benny:
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By ktalat
02nd Mar 2021 10:40

Thanks. What if the partner agreement stipulated different % for each partner?
In this particular scenario, we are looking at at least 7 to 8 partners

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Replying to paul.benny:
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By ktalat
02nd Mar 2021 10:40

Thanks. What if the partner agreement stipulated different % for each partner?
In this particular scenario, we are looking at at least 7 to 8 partners

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By Paul Crowley
02nd Mar 2021 10:16

It this an attempt to hide who controls the companies?
I cannot think of any other reason for the idea

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Replying to Paul Crowley:
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By Tax Dragon
02nd Mar 2021 10:51

Surely wouldn't avoid the PSC requirements?

Irrespective of the reason (and assuming it's possible... I have certainly seen assets on partnership balance sheets... ), it's not necessarily bright from a tax point of view.

But that wasn't the question, which was about consolidation and audits.

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By 356B
02nd Mar 2021 10:36

I suppose in theory, if only two partners, they could be registered as joint shareholders.
But the partnership wouldn't own the shares.

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John Toon
By John Toon
02nd Mar 2021 11:21

I've seen this type of structure before. Usually there are either named partners from the partnership holding shares, with a measure in the partnership agreement or otherwise to deal with control, or shares are held on trust for the respective partners. Neither is particularly fun, but it avoids constant CoHo changes if partners come and go or control levels change.

As long as this is a standard partnership, not a LLP or LP, formed in England or Wales then there is no audit requirement for the partnership. Whether there is a consolidation requirement depends on the partnership. They could, in theory, consolidate but these would then need to be published with the subsidiary company's accounts to avoid it having to consolidate. This isn't a normal or sensible approach IMHO

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