What Is A Limited Partnership

A limited partnership is one consisting of both General and Limited Partners.

General Partner(s) have management control, share the right to use partnership property, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership.    As in a general partnership, the General Partners have actual authority as agents of the firm to bind all the other partners in contracts with third parties that are in the ordinary course of the partnership's business. General Partner(s) collects fees and a percentage of the capital gains and income.

Limited Partners invest money but have limited liability, are not involved in day-to-day management, and usually cannot lose more than their capital contribution. Usually Limited Partners receive income, capital gains, and tax benefits. The extent of their income is normally spelled out in a Partnership Agreement.  Limited Partners are like Shareholders in a corporation. 

Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability

Advantages

1.  Limited Liability:  Limited Partners have limited liability

 

2.  Financing:  Additional sources of revenues can be achieved by bringing other limited partners.

Disadvantages

1.  Liability:  General partners have full liability.


2.  Lack of continuity:   The organization could cease to exist if a partner pull out, if not properly addressed in a partnership agreement.

Resources

IRS Partnership requirements page

You must file with the respective State to register the business.

Partnership Agreements

See a comparison matrix between the different organizations