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Limited Partnership (LP)

Written By
Paul Tracy
Updated September 30, 2020

What is a Limited Partnership (LP)?

A limited partnership is a business formation that limits the liability of certain owners.

How Does a Limited Partnership (LP) Work?

A limited partnership is made up of partners. In most cases, some of the partners are general partners and others are limited partners. One or a handful of general partners manage the day-to-day operations of the business and are personally liable for the business's debts. They act as the core management team for the business and obligated to keep the limited partners informed about the condition and performance of the business. They can incur debt or obligations on behalf of the partnership and are personally liable for those debts or obligations.

Unlike general partners, the limited partners have no daily management role, cannot encumber the business and are not personally liable for the business's debts. Instead, they receive a share of the firm's profits in exchange for their capital investments, and usually the worst that can happen is that the value of their investment falls to zero. (It is important to note that limited partners who take managerial roles could be considered general partners in the eyes of the law.)

Why Does a Limited Partnership (LP) Matter?

Limited liability is what often attracts investors to limited partnerships. General partners, however, are personally liable for the actions of the business and the other general partners, even if those actions appear unreasonable, excessive or if they result in legal judgments against the business. General partners can lose far more than their initial investments. These management and risk burdens are two reasons general partners usually receive management fees as well as a larger percentage of the partnership's profits above a certain level. The limited partners are more like silent investors.

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