LIMITED PARTNERSHIP: What It Is, Pros, Cons & How to Form One

Limited Partnership

A limited partnership (LP) is a legal entity that consists of at least one general partner (who has unlimited personal liability) and one limited partner. The general partners are in charge of running the company and making business choices to meet the stated objectives. In this article, we will cover what a limited partnership is, when you should consider forming a limited partnership, how to form one, how limited partnerships are taxed, a comparison of general partnership vs limited partnership, and what energy transfer is.

What Is a Limited Partnership?

A limited partnership (LP), as opposed to a limited liability partnership (LLP), is a partnership comprised of two or more partners. The general partner manages and runs the business, whereas limited partners do not participate in its management. A limited partnership’s general partner, on the other hand, has unlimited liability for the debt, while any limited partners have restricted liability up to the amount of their investment.

How Does a Limited Partnership Work?

A limited partnership must include both general and limited partners. General partners have limitless liability and have complete managerial control over the company. The limited partnership has little to no managerial involvement, but their liability is limited to the amount they invested in the LP.

Types of Partnerships

A partnership is a business in which two or more people share ownership. Partnerships are classified into three types: limited partnerships, general partnerships, and limited liability partnerships. The three kinds differ in many ways, yet they also have some similarities.

To share in the profits and losses of the business, each partner must offer resources such as property, money, talents, or labor in all forms of partnerships. At least one partner is involved in the day-to-day operations of the business.

#1. Limited Partnership (LP)

A limited partnership is a sort of investment partnership that is commonly used as a vehicle for investing in assets such as real estate. Partners in limited partnerships can have limited liability, which means they are not liable for corporate obligations that exceed their initial investment.

General partners are in charge of the limited partnership’s day-to-day operations and are personally liable for the company’s financial responsibilities, including debts and litigation. Other contributions, known as limited (or silent) partners, offer funds but have no administrative authority and are not liable for any obligations incurred after their original investment.

#2. General Partnership (GP)

A general partnership is one in which all partners share equally in the earnings, managerial tasks, and debt liability. To avoid future disagreements, the partners should establish their intention to share earnings and losses unequally in a legal partnership agreement.

A joint venture is frequently a sort of general partnership that is valid until the conclusion of a project or until a particular length of time has passed. All partners have equal authority over the company and participate in any earnings or losses. They also have a fiduciary responsibility to act in the best interests of the venture and its members.

#3. Limited Liability Partnership (LLP) 

A limited liability partnership (LLP) is a type of partnership in which all partners’ liability is limited. Management activities are open to all partners. In contrast, in a limited partnership, at least one general partner must have unlimited liability and limited partners cannot participate in management.

LLPs are frequently utilized to structure professional service firms such as law firms and accounting firms. LLP partners, on the other hand, are not liable for the misbehavior or carelessness of other partners.

When To Use a Limited Partnership

A limited partnership is simple to establish because it has a less formal structure and no annual meetings are required. Limited partnerships allow business owners to gain new investments without losing control.

The following are the most prevalent instances in which a limited partnership should be used:

#1. Family businesses

Family businesses, also known as family limited partnerships, generally have several investors but few are suited to run the business. In such circumstances, the limited partners are those who put up the requisite capital, while the general partners are those who run the business. Management tasks might be delegated to younger or next-generation individuals who will eventually inherit the company.

#2. Professional businesses

Senior partners in professional firms, such as law or accounting firms, may wish to remain participating as limited partners. In such instances, they delegate management duties to the general partners.

#3. Estate planning

If a parent or other family member owns real estate that they intend to pass on to an heir, they might begin administering the property on the heir’s behalf. When the stated terms and conditions of the limited partnership are followed, the income generated is distributed to the heir, who finally gains complete ownership.

#4. Commercial real estate projects

This is an excellent application for forming limited partnerships. Limited partners participate in the project and receive a return when it is completed. The general partners arrange and supervise the project’s construction and maintenance.

When someone has a business idea but lacks the requisite financial resources, they will often form a limited partnership. They then seek out individuals who believe in the concept and are prepared to invest in it.

How to Form a Limited Partnership

The Uniform Limited Partnership Act, which was first presented in 1916 and has since been changed numerous times, governs the establishment of limited partnerships in almost every state in the United States. With Louisiana as the single exception, the majority of the United States—49 states and the District of Columbia—have accepted these rules.

Partners must register the venture in the applicable state, often through the office of the local Secretary of State, in order to form a limited partnership. It is critical to secure all necessary business permits and licenses, which vary depending on location, state, and industry. The Small firm Administration (SBA) of the United States lists all local, state, and federal permissions and licenses required to start a firm.

Partnership Agreement

In addition to external filings, the limited partnership’s participants must prepare a partnership agreement. This is an internal document that describes how the company will run. This agreement defines each partner’s rights, obligations, and expectations. This document is not filed with any state or government organization, and it is also known as the operating agreement.

The partnership agreement should specify the company’s two most important financial characteristics. To begin, the agreement should specify how profits and losses will be allocated. This includes the manner in which revenues will be divided to partners. Second, the agreement should specify the procedure and expectations for when a partner wishes to sell their partnership ownership. This could include a notice period or expectations from other partners on the first right of purchase.

Pros and Cons of Limited Partnerships

When making this decision, it’s important to consult with a business attorney and a tax professional, but here are some pros and downsides to consider.


  • Limited Partners’ Personal Assets Are Safe – While general partners in an LP are personally liable for the company’s legal and financial debts, the LP’s limited partners can only lose their financial investment in the business; their personal assets are not at risk if the company goes into financial debt or is sued.
  • The Management of Clarity – The general partners of an LP enjoy complete management power. Limited partners have no say over how the company’s operations are run. This could make day-to-day decision-making easier.
  • Simple to Establish – When compared to a corporation, a limited partnership may be less expensive and easier to establish. Limited partnerships do not need to form a board of directors, write bylaws, or issue shares.
  • Capital Investment Potential – A limited partnership can add additional limited partners to acquire more funds for the business. Because investors know they will have limited liability when investing as limited partners, an LP may be able to obtain capital more easily than other types of businesses that do not provide owners with personal liability protection.
  • Minimal Ongoing Business Compliance Requirements – Unlike a corporation, the LP structure has fewer compliance formalities. An LP must generally file an annual report with the state, keep a registered agent, pay taxes, hold an annual meeting with its partners, and keep all business licenses and permits current.
  • Pass-through Taxation – Pass-through Taxation entails the firm not paying income taxes. Individual partners, on the other hand, report and pay taxes on their portion of the company’s profits. Removing the double taxation that occurs with corporations, can reduce the overall tax burden.
  • It is simple to transfer ownership – Limited partners may leave or be replaced. When partners retire, die, or opt out of the business, the Limited Partnership does not need to be dissolved.


  • Personal Liability Protection Is Not Available to All Owners – Only limited partners get personal liability protection. General partners continue to be personally accountable.
  • Limited Partners Must Exercise Caution – Limited partners must exercise caution. If a limited partner becomes active in the operation of the firm, that partner may lose their limited liability status and become personally accountable for the company’s debts.
  • The Tax Burden of Self-Employment General Partners may find it prohibitively expensive – With pass-through taxes, an LP’s general partners must pay self-employment tax on their business profits in addition to income tax. This may become too much for some people.

General Partnership vs Limited Partnership

The main difference between General Partnership vs Limited Partnership is that general partners have full operational control of a business and unlimited liability, in the business sense. Limited partners bear less risk and are not involved in day-to-day business operations.

#1. Establishment

  • How they differ: Both a general and limited partnership require partners to enter into an agreement in order to form and operate a partnership.
  • What distinguishes them: To get started, general partnerships just require an agreement (even if it is merely verbal) amongst the partners. Limited partnerships necessitate extra steps. You and your partner(s) must file a certificate of limited partnership with the secretary of state’s office in the state where you intend to operate.

#2. Ownership and management

  • What they have in common: There are several owners in both general and limited partnerships.
  • How they differ: In a general partnership, all partners are general partners, and ownership duties are distributed equally among them. General partners oversee operations in a limited partnership; limited partners do not participate in the day-to-day operations of the business. Limited partners are sole investors in the company.

#3. Profit, liability, and loss sharing

  • What they have in common: Partners in general and limited partnerships share the company’s profits, obligations, and losses.
  • What distinguishes them: Limited partners only share in the company’s losses and liabilities to the degree of their investment. General partners are personally liable for all debts and claims.

#4. Tax benefits

  • What they have in common: When it comes to taxes, the General Partnership vs Limited Partnership are pass-through entities, which means that owners do not need to file separate business taxes, but instead report the business revenue on their personal tax returns.

What Is the Main Purpose of a Limited Partnership?

A limited partnership’s principal goal is to allow individuals or other firms to pool their business talents and funds to form a profitable business. Limited partners supply capital, whereas general partners have complete control over the day-to-day operations of the business.

What’s the Difference Between a Limited Partnership and an LLC?

A limited liability partnership (LLP) is comparable to an LLC in that all partners have limited liability protection. However, in some states, LLP partners have less liability protection than LLC partners. The criteria for LLPs differ by state.

What Is One Advantage of a Limited Partnership?

The primary benefit of limited partnerships is that their personal liability for corporate debts is reduced. A limited partner can only be held personally liable for the amount invested. Limited partners benefit from the security of knowing they cannot lose more money than they have contributed.

Why Would Someone Choose a Limited Partnership?

By encouraging investors to become limited partners and granting them personal liability protection, the company can raise funds. A limited partnership is simpler and less expensive to incorporate than an LLC or corporation, and it has fewer record-keeping and reporting responsibilities.

What Are the Advantages and Disadvantages of a Limited Partnership?

While the main advantage of a limited partnership for limited partners is that they have minimal personal liability for the business’s obligations, one major disadvantage is that they may lose their investments in the business if it fails.


Limited partnerships are commonly employed by hedge funds and investment partnerships to raise cash without giving up control. Limited partners invest in an LP and have little to no influence over the entity’s administration; however, their liability is limited to their personal investment.


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