Company Formation

What is a limited partnership agreement?

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A limited partnership agreement is a legal document that outlines the terms and conditions of a limited partnership. The agreement should include the names of the partners, the nature of the business, the duration of the partnership, and the roles and responsibilities of each partner.

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Cora Samantha
Oct 10, 22 · 5 min read
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You shall not confuse a limited partnership (LP) with a limited liability partnership (LLP) which is a partnership arrangement in which two or more partners participate.

A limited partnership is distinguished from a general partnership by the fact that it is formed through the execution of a limited partnership agreement (LPA). The following information will teach you all you need to know about limited partnership agreements.

What is a limited partnership agreement?

In general, a partnership is a business that is owned and operated by two or more persons. General partnerships, limited liability partnerships, and limited partnerships are the three forms of partnerships.

A limited partnership agreement, alternatively referred to as an LPA, forms the final type of partnership from the list above. There is a general partner and a limited partner in a limited partnership framework.

The LPA is the primary legal instrument you shall be required to use in order to complete registration of private equity funds which are companies founded as limited partnerships. In addition, you may use it to control venture capital (VC) funds.

The general partner is in liability of the business and is personally liable for all business debts. The limited partner, alternatively referred to as the silent partner, contributes capital to the partnership but is not involved in its management; they also have limited liability up to the amount of their investment.

What are the advantages and disadvantages of a limited partnership?

At least for limited partners, the primary advantage of an LP is that their personal liability is limited. They are solely liable for the amount invested in the limited partnership. These entities may be used by general partners (GPs) to generate capital for investment purposes. LPs are used to form a large number of hedge funds and real estate investment partnerships.

Additionally, limited partners are exempt from self-employment taxes. LPs are pass-through entities, which means the entity files a Form 1065 and then distributes Schedule K-1s to partners, who use them to report their share of revenue or loss on their personal tax returns.

On the negative, LPs impose an infinite liability requirement on the general partner. They are fully accountable for management control but also for any debts or mismanagement of business activities. Additionally, limited partners are permitted to participate in operations on a limited basis. If their involvement is judged to be non-passive, they lose exemption from personal liability.

LPs are widely employed by private equity and VC. Partners shall execute a limited partnership agreement to give the particular amount of the capital to be donated by each partner. Investors in private equity funds are referred to as limited partners, whereas general partners are used to refer to the fund partners. It is specified in the limited partnership agreement just how much risk each partner is willing to assume and the time the fund will be in operation.


  1. You are insulated from personal liability as a Limited partner. Partnerships with limited liability shield partners who do not have an equal stake in the capital from liability. Those partners who put up the most funds or assets will make the most money and bear the greatest risk, whereas those who put up less capital or assets will benefit less financially and bear less responsibility.
  2. Tax-exempt pass-through entity (i.e. only taxed once)
  3. Ease of use in terms of creation and reporting (e.g. no required annual meetings)
  4. Structure that is less formal
  5. Limited partners are not subject to self-employment taxes.
  6. Investors can use LPs to purchase property 
  7. Decisions in LPs require consent from partners. Consent of the Limited Partners means the Consent of a Majority in Interest of the Common Limited Partners


  1. GPs are personally liable indefinitely (albeit they also have management control over the LP).
  2. Only general partners are allowed to hold title to real property.
  3. Limited partners with a limited role in management
  4. Transferring ownership can be more difficult than with other companies, such as an LLC.
  5. Not as adaptable when it comes to reforming management responsibilities

What are the documents needed to form a limited partnership?

You require various paperwork, including fundamental registration forms that are required to protect the partnership's rights and establish the business as a legal organization. Depending on the nature of the partnership's business and the laws of the state in which it operates, additional documents may be required.

Section 7 of the Limited Partnerships Act states that the registrar must register a limited partnership upon receipt of an application, and that the registrar must also designate a limited partnership on the register as a private fund limited partnership upon receipt of an application for such designation.


As limited partnerships are frequently utilized for specialized reasons, there is considerable flexibility in how partners' rights and obligations are handled. However, you shall need legal guidance prior to establishing your limited partnership agreement to verify that it is complete, watertight, and satisfies your specific business objectives.

How to set up a limited partnership?

You can organize your business as a limited partnership following this guide:
HowTo step image

1. At the very least, you must have one 'general partner' and one 'limited partner'

General and limited partners have varying obligations and levels of liability for the business's inability to pay its debts. Each partner is taxed on their profit share

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