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ContractsCounsel has assisted 291 clients with partnership agreements and maintains a network of 193 corporate lawyers available daily. These lawyers collectively have 29 reviews to help you choose the best lawyer for your needs.

A lawyer for a limited partnership (LLP) helps partners in a partnership firm draft a comprehensive agreement to safeguard the partners' interests. Limited liability partnerships are adaptable legal and tax entities that let partners profit from economies of scale by functioning together while also lowering their liability for the activities of other partners.

What Does a Lawyer for a Limited Partnership Do?

A partnership is created when two or more individuals come together to conduct a business. While this can be an excellent opportunity to integrate the expertise of many entrepreneurs for the ultimate profit, each member must know their roles and obligations in the partnership. Furthermore, a lawyer for a limited partnership assists members of a partnership firm in determining a business arrangement by preparing a legal document.

In addition, limited partnership lawyers generally assist partnership firms in creating an agreement that restricts the partners' liability of the partners. Besides this, a lawyer for a limited partnership remains accountable for guiding partners through developing or altering partnership agreements. When contract disputes happen, these attorneys also represent the parties in a partnership agreement.

Limited Partnership: An Overview

A limited partnership is a business category that comprises one or more limited partners and one general partner. In some cases, a limited partnership can have multiple general partners and multiple limited partners. In addition, the general partner is a professional businessperson who delivers financial help and day-to-day leadership aptitudes to your limited partnership. On the other hand, a limited partner is a person or company that delivers only financial resources or capital to a limited partnership.

Besides, state regulations control limited partnerships, and numerous state statutes have legislated all or part of constant partnership statutes. Moreover, examining the key benefits and risks of limited partnerships regarding the creation, administration, legal accountability, fiduciary duties, and profit-sharing can assist you in determining if a limited partnership is the right business entity for you. Below are some key elements of a limited partnership:

  • Formal Creation of Partnership Entity

    You can build general partnerships informally through the equivalent allocation of administration responsibilities, profits and losses, and business capital. However, note that limited partnerships need higher documented formality with a mandated certificate of partnership that specifies the role and obligations of general and limited partners.

    Likewise, this certificate must get registered with the applicable state regulatory authority, usually the secretary of state's headquarters. Additionally, limited partners may even sign on to articles of limited partnership to determine and allocate clear partnership obligations and perks.

  • Exposure to Accountability

    A partner's lawful accountability might move from that individual's power over partnership business operations in a limited partnership. Also, a general partner remains subject to absolute individual liability because of their control over the day-to-day corporation, decision-making, and other partnership tasks. However, if more than one general partner works in a partnership firm, all these general partners remain jointly and severally liable for their fellow general partners.

    In addition, joint and several obligations indicate that the general partner is lawfully accountable not only for their behavior but for the actions of the other general partners in the partnership firm. On the contrary, limited partners retain limited legal obligations and are only liable to the extent of their capital contributions to their limited partnership. However, there are certain circumstances where they can be held personally liable. Nevertheless, a limited partner who actively oversees the firm or agrees to present a personal guarantee for enterprise loans may be held personally accountable, like a general partner.

  • Profits Allocation at Various Levels

    Unlike a general partnership, partners in a limited partnership do not share losses or earnings equally. Generally, each partner's gains and losses are defined by the percentage or value of any funds contributions done to the business. Moreover, limited or general partners could shift from this standard approach through an arrangement that distributes business gains and losses differently, depending upon their decided profit and loss criteria.

  • Management Roles

    Normally in a general partnership, every partner working in the firm maintains an equal privilege to handle enterprise affairs, and the partners must cooperate effectively to accomplish agreed-upon trade outcomes. Nevertheless, only the general partners in a limited partnership establish firm strategies and carry out trade commitments and purposes as they typically have more control and management authority. Also, unlike general partners in a partnership firm, limited partners can participate in the partnership and have a say in certain decisions as long as they do not engage in managing the business. A limited partner who later becomes interested in running or managing the business must give up on limited legal liability and may take on extra fiduciary responsibilities.

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Key Terms

  • Profit and Loss Division: Every business is started with the primary objective of earning profits. So if you are running a partnership firm, you must account for every month's profits and losses. Since profits are used to pay wages and salaries, partnership arrangements must indicate how these profits and losses are split among the agreement members. Some contracts allocate profits and losses equally, while others specify to divide them according to the stakes of each partner in the firm.
  • Death or Withdrawal Provisions: When a partner dies or otherwise leaves a partnership, the partnership agreement determines what happens to their ownership stake in the business, how they are paid, and whether you must follow a process to replace their existence within the firm.
  • Partnership Duration: Partnerships are usually created indefinitely, either until the firm becomes insolvent or the partners choose they no longer want to work together. Nevertheless, in some circumstances, the partnership must only exist for a specific time. Partnership agreements record the moment at which a partnership firm will dissolve. It is generally done after a specific predetermined time frame.
  • Percentage of Ownership: Partnership contracts govern the functional association between multiple firm owners trading under one institution. One of the most significant aspects of these contracts determines what portion of the firm each member of the partnership holds. Each member's ownership portion is usually defined by how much of an investment each individual made when creating a partnership.


If you are willing to create a limited partnership agreement and begin doing business with other entrepreneurs, a lawyer for a limited partnership can help. So if you are looking for a reputed attorney for your limited partnership firm, consult our attorneys at ContractsCounsel 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.

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