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Limited Partnership (LP)


A Limited Partnership (LP) is a business arrangement where two or more partners unite to conduct business, with at least one partner being a general partner who takes on full liability and manages daily operations. The other partner or partners are known as limited partners, who are investors with limited liability; their losses cannot exceed their initial investments. This business format offers protections to limited partners, but gives operational control to the general partners.


Limited Partnership (LP): “Limited” – /ˈlɪmɪtɪd/”Partnership” – /ˈpɑːrtnərʃɪp/”(LP)” – /ˌelˈpi:/

Key Takeaways

  1. Structure and Liability: A Limited Partnership (LP) is a business structure involving at least two partners, where there is at least one limited partner who contributes capital and shares in profits, but has limited liability, and one general partner who manages the partnership and has unlimited liability.
  2. Taxation: LPs are considered “pass-through” entities for tax purposes. This means that the company itself does not pay income taxes, but profits and losses are passed through to the partners who report them on their individual tax returns.
  3. Benefits and Risks: LPs can be beneficial for raising capital as they attract investors with the prospect of limited liability and pass-through taxation. However, general partners bear the risk as they are personally liable for the business’s debts and obligations.


A Limited Partnership (LP) plays a crucial role in the business and finance world because it represents a business structure where one or more partners are not involved in the entity’s day-to-day operations or liable for the company’s debts or actions. These limited partners act as passive investors, providing capital but having their liability limited to their investment amount. This business model is significant because it attracts investors who want to benefit from the company’s profits without being held responsible for the business’s liabilities or obligations. The role of general partners who undertake active management and have unlimited liability also becomes critical. Hence, the LP model aids in risk distribution, capital acquisition, and effective business management.


The primary purpose of a Limited Partnership (LP) is to provide an investment vehicle that combines the advantages of limited liability for investors and decision-making control for managing partners, which is particularly desirable in certain sectors such as real estate, venture capital, and private equity. Specifically, LPs are frequently preferred when conducting major projects that require significant capital. By leveraging the investment potential of several partners while limiting their liability to their investment contribution, LPs can raise substantial funds without exposing participants to undue financial risk.Another aligning purpose of using a LP is the flexibility it provides in distributing profits and losses. In a LP, distributions aren’t required to be apportioned equally among partners, or in relation to capital contributions. This allows for a wide range of innovative profit distribution arrangements, thereby making it an attractive option for financial structuring. Overall, LPs are used to balance the benefits of investment growth, risk management, and fiscal efficiency, making it a vital tool for businesses navigating financial complexities.


1. Real Estate Investment: One of the most common uses of Limited Partnerships is in real estate investing. For example, a big project like a multi-family housing complex may require significant capital for its investment. In this case, the general partner with industry knowledge and expertise will manage the operations while several limited partners contribute the needed capital. An example might be a company like Greystar Real Estate Partners, LLC.2. Oil and Gas Ventures: Limited Partnerships are also often seen in the oil and gas industry. For instance, a company like BP might form an LP with other entities for a specific project. The managing partner takes on the responsibility of day-to-day operations, while limited partners contribute financially and bear less risk.3. Film Production: Limited Partnerships are also frequently used in the film industry where they provide capital for producing movies. A well-known producer or production house, for example, Walt Disney Studios, might form an LP with private investors. The general partner (Walt Disney Studios) may manage the daily operations and the production of the film, while the limited partners contribute financially.

Frequently Asked Questions(FAQ)

What is a Limited Partnership (LP)?

A Limited Partnership (LP) is a type of business partnership where one or more partners are not involved in the day-to-day operations of the business and their liability is limited to the amount they invested in the business.

How is a Limited Partnership formed?

A Limited Partnership is formed through an agreement between all partners, and a certificate stating the agreement must be filed with the state.

Who are the General Partners and Limited Partners?

General Partners are individuals who actively manage the business and assumes full personal liability for the partnership’s debts. Limited Partners are stakeholders who contribute capital, share in profits and losses, but do not participate in management and are not personally liable.

What are the advantages and disadvantages of a Limited Partnership?

Advantages include limited liability protection for limited partners, flexible management structure, and pass-through taxation. Disadvantages may include general partners’ unlimited liability and potential for disagreements between partners due to differing levels of control and risk.

How does an LP differ from a General Partnership or a Corporation?

Unlike a General Partnership where all partners share liability, in an LP, liability is limited for certain partners. And unlike a corporation, an LP is a pass-through tax entity, meaning profits and losses pass directly to partners and are taxed at their individual rates.

What type of businesses are typically structured as LPs?

Typically, businesses that require large investments and have a high risk of liability such as real estate, oil and gas ventures, and film production companies often use the LP structure.

How are profits and losses divided in a Limited Partnership?

Profits and losses in a Limited Partnership are divided according to the terms agreed upon within the partnership agreement.

What happens to a Limited Partnership upon the death of a limited partner?

If a limited partner dies, his/her partnership interest can generally be transferred to heirs. However, the specifics may depend on the terms set out in the partnership agreement.

Can a limited partner become a general partner?

A limited partner can become a general partner, but by doing so, they would assume greater personal risk and liability that comes with the role of a general partner.

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