Limited Partnership Filing Services

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All information provided is for reference only, Get it Filed, LLC does not offer legal or tax advice. Before you establish a business, you should consult with a private attorney or tax advisor for advice about what type of business entity will meet your business needs, and what your legal obligations will be.

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What is a Limited Partnership?

A limited partnership (LP) is much like a general partnership, but with a few significant differences.

Management of a limited partnership rests with the "general partner," who also bears unlimited liability for the company's debt and obligations. A limited partnership allows for any number of "limited partners," whose liability is limited to the total amount of their investment in the company.

Limited partners are sometimes referred to as "silent partners" - in other words, they can make investments in the company but have no voting power or control over its day-to-day operations. They can be a valuable source of capital in this business structure.

Limited partnership is the entity of choice for many law, accounting and finance firms. It's also a popular among businesses that focus on time-restricted projects, such as real estate and film production companies.

Advantages of a limited partnership

Personal asset protection: The limited partnership structure offers liability protection up to the amount of the investment for the company's limited partners.

Pass-through taxation. A limited partnership's income is not taxed at the business level; instead, business profit and loss are "passed through" to the partners for reporting on their personal tax returns.

Full oversight: The general partner has complete management control of the limited partnership.

Investment potential: Limited partnerships can generate capital investments by adding more limited partners.

It is important to note that certain issues must be addressed in the formation of an LP that can affect the limited liability provided by the LP, such as the role of the limited partners and the effect of the death, bankruptcy or insolvency of the GP or LP on the continued existence of the LP.