Limited Partnerships (LPs)

Written by True Tamplin, BSc, CEPF®

Reviewed by Subject Matter Experts

Updated on September 01, 2023

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What Are Limited Partnerships (LPs)?

Limited Partnerships (LPs) are a type of business structure that combines elements of general partnerships and corporations. An LP consists of two types of partners: general partners and limited partners.

General partners manage the business operations and have unlimited liability, meaning they are personally responsible for the partnership's debts and obligations.

Limited partners, on the other hand, are typically passive investors who contribute capital to the partnership without participating in management. Their liability is limited to the extent of their investment, providing them with protection for their personal assets.

LPs are commonly used in industries like real estate, venture capital, private equity, and entertainment. They offer several advantages, such as limited liability for limited partners, pass-through taxation, and the ability to attract investors.

However, they also come with disadvantages, including unlimited liability for general partners and restrictions on the involvement of limited partners in business management.

Formation of Limited Partnerships

Legal Requirements

To form a limited partnership, certain legal requirements must be met. First, the partnership must be registered with the appropriate state authorities.

This often involves filing a Certificate of Limited Partnership, which includes details about the partnership's name, purpose, and principal place of business.

Additionally, a limited partnership agreement must be drafted, outlining the terms and conditions governing the relationship between the partners.

Components of an LP

An LP consists of two main components: general partners and limited partners. General partners are responsible for managing the partnership's day-to-day operations and have unlimited liability.

Limited partners, on the other hand, contribute capital but do not participate in management, enjoying limited liability protection.

Choosing a Business Name

Selecting an appropriate business name is crucial for a limited partnership. The name should be unique, easily remembered, and clearly identify the business as an LP. In many jurisdictions, the name must include the phrase "Limited Partnership" or its abbreviation "L.P."

Characteristics of Limited Partnerships


In an LP, liability is divided between general and limited partners. General partners bear unlimited personal liability for the partnership's debts and obligations, while limited partners' liability is restricted to the extent of their investment in the partnership.

Management and Control

The management and control of an LP are primarily vested in the general partners. They make decisions on behalf of the partnership and assume responsibility for its operations.

Limited partners, in contrast, are passive investors and generally do not participate in management or decision-making.

Profit Sharing and Taxation

Profits and losses in an LP are allocated among partners according to their partnership agreement. Typically, limited partners receive a share of profits proportional to their capital contributions.

LPs are considered pass-through entities for tax purposes, meaning that profits and losses are passed through to the partners and reported on their individual income tax returns.

Advantages of Limited Partnerships

Limited Liability for Limited Partners

One key advantage of LPs is the limited liability protection afforded to limited partners. Their personal assets are shielded from the partnership's debts and obligations, reducing their financial risk.

Flexibility in Management

LPs offer flexibility in management, as general partners can make decisions without consulting limited partners. This allows for a more streamlined decision-making process.

Attracting Investors

LPs' limited liability and passive investment make them attractive to investors who want to contribute capital without taking on significant risk or management responsibilities.

Pass-Through Taxation

LPs benefit from pass-through taxation, which means that profits and losses are passed directly to partners, avoiding double taxation at the corporate level.

Disadvantages of Limited Partnerships

Unlimited Liability for General Partners

The primary disadvantage of LPs is the unlimited liability borne by general partners. They are personally responsible for the partnership's debts and obligations, putting their personal assets at risk.

Limited Partner Involvement Restrictions

Limited partners face restrictions on their involvement in management and decision-making, which may be frustrating for those who want a more active role in the partnership.

Potential for Conflicts Between Partners

Conflicts may arise between general and limited partners due to differences in interests, goals, and expectations. These disputes can negatively impact the partnership's success.

Regulatory and Legal Requirements

LPs must comply with various regulatory and legal requirements, including registration, reporting, and maintaining proper records. These obligations can be burdensome and time-consuming.

Pros and Cons of Limited Partnerships

Dissolution and Termination of Limited Partnerships

Causes of Dissolution

There are several reasons an LP may dissolve, including the expiration of the partnership agreement, voluntary dissolution by the partners, or court-ordered dissolution due to legal disputes or misconduct.

Liquidation Process

The partnership must undergo a liquidation process to settle its debts and liabilities upon dissolution. Assets are distributed to partners according to their shares in the partnership, as outlined in the partnership agreement.

Post-Dissolution Matters

Following dissolution, former partners may have ongoing obligations, such as tax filings, final account settlements, and addressing any remaining legal issues.

Case Studies: Successful Limited Partnerships

Real Estate LPs

Limited partnerships are popular in the real estate sector, as they allow investors to pool resources for property development or investment projects. General partners manage the properties, while limited partners provide capital and receive income from the investments.

Venture Capital LPs

Venture capital firms often operate as limited partnerships, with general partners managing investments in early-stage companies and limited partners supplying capital. This structure enables venture capital firms to attract investors while maintaining control over investment decisions.

Private Equity LPs

Like venture capital firms, private equity firms often function as limited partnerships. General partners manage acquisitions, restructuring, and eventual exits of portfolio companies, while limited partners contribute capital and share in the profits.

Entertainment Industry LPs

Limited partnerships are frequently used in the entertainment industry to finance film and television productions. General partners manage the production process, and limited partners contribute funding in exchange for a share of the revenues generated by the project.


Understanding limited partnerships is essential for entrepreneurs and investors considering this business structure.

While LPs offer several benefits, such as limited liability for limited partners and pass-through taxation, they also present challenges, including unlimited liability for general partners and restrictions on limited partner involvement.

Before forming an LP, prospective partners should consider the advantages and disadvantages carefully and consult with a tax services expert to ensure they make informed decisions.

Limited Partnerships (LPs) FAQs

About the Author

True Tamplin, BSc, CEPF®

True Tamplin is a published author, public speaker, CEO of UpDigital, and founder of Finance Strategists.

True is a Certified Educator in Personal Finance (CEPF®), author of The Handy Financial Ratios Guide, a member of the Society for Advancing Business Editing and Writing, contributes to his financial education site, Finance Strategists, and has spoken to various financial communities such as the CFA Institute, as well as university students like his Alma mater, Biola University, where he received a bachelor of science in business and data analytics.

To learn more about True, visit his personal website or view his author profiles on Amazon, Nasdaq and Forbes.

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