| There are several types of partnerships- general partnerships, limited partnerships, and limited
liability partnerships. A general partnership is a form of business entity in which two or more
co-owners engage in business for profit. There is no limit on the number or type of partners (i.e.,
individuals, other partnerships or corporations) to form a partnership. Generally, the business
assets and business debts are jointly owned by the partners. The individuals involved are
personally responsible for all debts and legal obligations of the business, including those incurred
by the other partners when doing business on behalf of the company.
A limited liablility partnership (LLP) is a general partnership that elects to be treated as an LLP by
registering with the Secretary of State. Many attorneys and accountants choose the LLP structure
since it shields the partners from vicarious liability, can operate more informally and flexibly than a
corporation, and is accorded full partnership tax treatment. In a general partnership, individual
partners are liable for the partnership's debts and obligations whereas the partners in a limited
liability partnership are statutorily provided full-shield protection from partnership liabilities, debts
and obligations. It allows the members of the LLP to take an active role in the business of the
partnership, without exposing them to personal liability for others' acts except to the extent of their
investment in the LLP. Many law and accounting firms now operate as LLPs. In some states, with
certain exceptions, the LLP is only available to attorneys and accountants.
Limited partnerships are very different from general partnerships, and are usually set up by
companies that invest money in other businesses or real estate.
Limited partnerships have at least one general partner who controls the company's day-to-day
operations, exercise managerial power, contribute capital, share in the profits and are held
personally liable for all company debts and legal obligations. They also have passive partners
called limited partners.
Relevant legal forms include:
Ex Libris Limited Partnership Outfit
Black Beauty Limited Partnership Outfit
Limited Liability Companies and Limited Liability Partnerships - Book
Limited Partnership Certificate
Limited Liability Partnership Application
Warranty Deeds where a limited partnership or LLC is the grantor, or grantee
Family Limited Partnership Agreement and Certificate
Domestic Registered Limited Liability Partnership
Foreign Registered Limited Liability Partnership
General Partnership Agreement - Complex
General Partnership Agreement - version 1
General Partnership Agreement - version 2
Real Estate General Partnership Agreement
Certificate of Merger of a Foreign Limited Partnership into a Delaware General Partnership
Sample Joint Venture Agreement: General Partnership Form
Limited Liability Company Agreement For General Partner
Limited Liability companyAgreement for General Partner |
