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General partners vs. limited partners play two very different roles. While the former manages staff, pays bills, and works with customers, the latter primarily exists to provide capital funding. But the limited partner can also have some involvement in decision-making regarding the company’s financial performance.
Whether you are the owner of a partnership or just thinking about it, the article below outlines everything you need to know.
Difference Between a General Partner and a Limited Partner
The primary difference between a general partner and a limited partner is their role in the company. General partners manage daily operations, while limited partners are silent investors. However, limited partners can make some decisions regarding the company’s financial performance to protect their investment, such as invoking asset protections on business liabilities.
It can pay to be that optimistic when starting a business, and passion is essential to its profitability and competitive advantage. However, beginning a partnership takes a far more skeptical approach. The more time you spend analyzing both sides of the coin, the better decisions you will make over the long run.
What is a General Partner?
General partners, or GPs, handle the daily operation of a general partnership. They have authority over and responsibility for the company’s profits, losses, and liabilities. There is a lot of personal financial risk that comes with being a general partner.
General Partner Example
General partners are the eyes and ears on the ground when it comes to running a business. However, it’s hard to determine how they’re different from limited partnerships, and examples can provide clarity.
Here’s an example of how a general partnership works:
- Ariel, Pablo, and Jordan want to start a landscaping company
- The three individuals meet and discuss the proposed terms and conditions
- They speak with their lawyers independently to review the proposal
- Ariel, Pablo, and Jordan return for another meeting to finalize their thoughts
- They determine that a general partnership is right for them
- Ariel, Pablo, and Jordan draft and sign a general partnership agreement
- They also check with their secretary of state’s office for other requirements
- After fulfilling state mandates, the three people now become general partners under a partnership
This web page also discusses general partners.
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What is a Limited Partner?
Limited partners, also called silent partners, don’t handle the daily operation of a partnership. Investing money and other resources into the business is their primary role. Investors may become limited partners to invoke asset protections on business liabilities.
Limited Partner Example
As you can see, limited partners vs. general partners are much different from each other. However, it’s still challenging to know when an LP might work for you as an investor or investee.
Here’s an example of how a limited partnership works:
- Midas, Inc is a real estate limited partnership (RELP) investor
- They partner with developers and provide funding
- Mavis Sheraton Homes is a local commercial development group
- Midas, Inc approaches Mavis about investing as a limited partner
- Mavis likes what Midas has to say, and they agree
- Midas cuts them a check for a new project
- Mavis has full say and control over how they use the money
- Midas receives investment payments under their LP agreement
The most crucial element from the above-referenced examples is that both companies spent time drafting agreements. While many states recognize oral contracts, proving your allegations is far more challenging when a dispute arises. Instead, always get your agreements in writing so that everyone is on the same page.
Partnerships Explained
Partnerships are an excellent opportunity for individuals who want to start a business together. However, it would be best if you also considered the options when it comes to business formations.
Below, we’ve outlined a side-by-side comparison of how both types of partnerships work:
General Partnership
General partnerships, or GPs, are not corporations, so they are not required to register with the state to operate legally. They exist by default when two or more people enter into a business together to make a profit.
You must meet two conditions to form a general partnership:
- Condition 1. There must be two or more owners in the company
- Condition 2. They agree to take responsibility for debts and losses
Every partner in a general partnership can enter into contracts or business deals that bind the other partners. While this is advantageous, it also implies that you have complete faith in the person or persons with whom you launch your business. Starting a company with a friend or family member may be enjoyable, but they may not make the greatest business partners.
Most general partnerships draft a partnership agreement to prevent and resolve disagreements. This contract spells out the company’s governance structure as well as each owner’s rights and responsibilities. In most cases, the agreement also covers voting rights and profit distribution.
General partnerships dissolve when one of the partners dies, becomes disabled, or leaves the company. In these situations, a business partnership agreement can specify what should happen if something happens to one of the partners. You should always get legal advice from partnership agreement lawyers for personalized advice.
Here is another web page that describes general partnerships.
Limited Partnership
Limited partnerships, or LPs, are separate legal entities from a business. For any other person to be a limited partner, the company must have at least one general partner. General partners can be an individual, a group, or a business can serve as general partners.
Limited partners aren’t involved in the day-to-day operations and management of the company. For example, they can’t choose a board of directors. However, they usually have a say on whether or not to liquidate the company.
The limited partner only contributes money to the partnership, and the general partners make all spending decisions. While limited partners stand to lose money if the business fails, they are generally not personally liable for the debts or lawsuits of the company. There are, however, circumstances where they can be held personally liable if they become too involved in the business and are deemed more than a limited partner.
The limited partner, on the other hand, must avoid becoming involved in the business. They could be construed as more than a limited partner and held personally liable for debts and other claims if this is not the case.
The amount of activity a limited partner can have while still being considered a limited partner varies by state. Limited partners also deduct business income from their personal taxes and are not subject to self-employment taxes, like general partners.
You can learn more about limited partnerships here.
Can a General Partner and Limited Partner be the Same Person?
No, a general partner and a limited partner cannot be the same person. Limited partners cannot exist without a general partner. However, a general partner can co-exist with another general partner.
If a limited partner spends too much time directing a business, they could be on the hook for liabilities. As such, you should always have a partnership agreement in place regardless of your role.
Do LLCs Have General Partners?
No, limited liability companies, or LLCs, don’t have general partners. Instead, they have members . However, LLCs can form a partnership with another person or entity.
LLCs lawyers can help you handle legal issues surrounding general partners and limited liability companies. They can also provide ongoing support and legal counsel in case unanticipated issues arise.
Get Legal Help with Business Formations
Do you need legal help with general and limited partnerships? If so, corporate lawyers can answer your questions surrounding joint ventures. Post a project in ContractsCounsel’s marketplace to get flat fee bids for free today.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
