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General Partner


A General Partner is a member of a partnership who holds managerial authority and takes on unlimited liability for the partnership’s debts and obligations. This individual has a direct role in the management and decision-making processes of the business. Unlike limited partners who only contribute capital, general partners have a more active role, assuming greater risk and responsibility for the partnership’s success or failure.


The phonetic transcription of “General Partner” in the International Phonetic Alphabet (IPA) is:/ˈʤɛnərəl pɑrtnər/

Key Takeaways

  1. A General Partner (GP) is an individual or entity who actively participates in the management and operation of a partnership, typically in businesses structured as limited partnerships or general partnerships.
  2. General Partners have unlimited liability, which means they bear the responsibility for any debts and business obligations, and their personal assets can be seized to recover the partnership’s losses.
  3. As decision-makers, General Partners hold significant power within the partnership and are entitled to the partnership’s profits in proportion to the agreed profit-sharing ratio.


The term General Partner is important in business and finance because it refers to an individual or entity that plays a significant role in the management, decision-making and overall operations of a partnership. While assuming unlimited liability for the partnership’s debts and obligations, the General Partner holds a more prominent position compared to limited partners, who act as passive investors. This distinction is crucial in determining legal and financial responsibilities within the partnership structure, which is essential for decision-making, risk allocation, and attracting potential investors. Additionally, the General Partner’s active involvement in the partnership represents stability and commitment, bolstering investor confidence and paving the way for future growth and success.


A general partner plays a crucial role in the management and operation of a partnership business structure, such as a limited partnership or a limited liability partnership. The purpose of a general partner is to actively participate in making important decisions within the business while being responsible for its day-to-day management. They are also involved in raising capital, developing business strategies, and representing the company’s best interests to clients, vendors, and investors. Unlike limited partners, who only contribute financially and have limited liability, general partners are engaged on a much higher level, and as a result, they bear unlimited liability for the business’s debts and obligations, putting their personal assets at risk. The concept of a general partner is important in a partnership business model due to its ability to attract investors while retaining a degree of control and decision-making power. In a limited partnership, investors typically act as limited partners, meaning they supply capital without participating in management decisions and enjoy limited liability. The general partner serves as the driving force of the business and is accountable for its success or failure. This blend of active management by general partners, combined with the financial support of limited partners, offers a flexible structure enticing to both investors looking to minimize risk and managers desiring hands-on involvement, ultimately promoting the growth and success of a partnership-based company.


A General Partner is an individual or entity that is actively involved in the management and operation of a business, shares in the profits and losses, and has unlimited liability for the debts and obligations of the partnership. Here are three real-world examples involving General Partners: 1. Goldman Sachs Group, Inc.Goldman Sachs is a leading global investment banking, securities, and investment management firm. The company operated as a general partnership until 1999, with the general partners (GP) owning the majority of shares, managing the firm, and being responsible for its debts and liabilities. In 1999, they transitioned to a public company structure which is a more common structure for investment banks today. 2. Bain CapitalBain Capital is a global private investment firm which operates as a limited partnership where general partners actively manage the firm’s investments and business operations. The general partners contribute their own capital, bear the responsibility for the firm’s management, and share in the profits and losses of the investments. The firm also has limited partners (investors) who contribute capital but do not participate in the management and have limited liability. 3. Law FirmsMany large law firms in the United States are structured as general partnerships, such as Jones Day, Kirkland & Ellis, and Latham & Watkins. In these firms, the general partners are often referred to as “partners” or “equity partners.” They are responsible for the management and operation of the firm, share in its profits and losses, and accept unlimited liability for its debts and legal obligations.

Frequently Asked Questions(FAQ)

What is a General Partner?
A General Partner (GP) is an individual or entity that takes an active role in managing and making decisions for a partnership, usually in a limited partnership (LP) structure. General Partners share in the profits, losses, and liabilities of the business.
How does a General Partner differ from a Limited Partner?
A General Partner has unlimited liability for the debts and obligations of the partnership, while a Limited Partner’s liability is limited to the extent of their investment in the partnership. GPs manage the day-to-day operations of the partnership, whereas Limited Partners are typically passive investors.
What are the responsibilities of a General Partner?
General Partners are responsible for the overall management and operation of the partnership, including making strategic decisions, overseeing financial transactions, and ensuring compliance with laws and regulations. They have a fiduciary duty to act in the best interests of the partnership and its Limited Partners.
Can there be multiple General Partners in a partnership?
Yes, partnerships can have more than one General Partner. When this happens, each GP shares in the management responsibilities, profits and losses, and unlimited liability of the partnership.
How is a General Partner compensated?
General Partners typically receive a management fee for their services, along with a share of the profits of the partnership which is agreed upon in the partnership agreement. The percentage distribution can vary depending on the specific agreement in place.
Can a General Partner be removed from the partnership?
Yes, a General Partner can be removed from the partnership in accordance with the terms laid out in the partnership agreement. Common reasons for removal include breach of fiduciary duty, illegal activities, or failure to perform their management duties.
What are the tax implications for a General Partner?
In a limited partnership, the partnership itself does not pay taxes. Instead, the income, losses, and deductions are passed through to the individual partners, including General Partners, who report this information on their personal tax returns.
Can a corporation or LLC act as a General Partner?
Yes, a corporation or limited liability company (LLC) can act as a General Partner in a limited partnership. This can provide an additional layer of liability protection for the individuals involved, as the corporation or LLC would absorb the unlimited liability rather than the individuals themselves.

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