ContractsCounsel Logo
Home Blog Lawyer for Limited Partnership

Jump to Section

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.

Meet some lawyers on our platform

Michael M.

609 projects on CC
CC verified
View Profile

Danny J.

13 projects on CC
CC verified
View Profile

Rene H.

37 projects on CC
CC verified
View Profile

Forest H.

239 projects on CC
CC verified
View Profile

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.

Conclusion

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.


Need help with a Partnership Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,522 reviews

Meet some of our Lawyers

Wendy C. on ContractsCounsel
View Wendy
4.9 (33)
Member Since:
January 17, 2023
Fabian G. on ContractsCounsel
View Fabian
4.5 (2)
Member Since:
May 9, 2023

Fabian G.

Managing Attorney at Apex Legal Solutions PLLC
Free Consultation
Miami, Florida
3 Yrs Experience
Licensed in FL
University of Miami School of Law

Fabian graduated with honors from the University of Miami School of law, where he served as the articles and comments editor for the law school's Race and Social Justice Law Review. He received the John F. Evans Memorial Scholarship Award for excellence in the university's Litigation Skills Program and the HOPE Pro Bono award for completing more than one hundred (100) pro bono hours. Additionally, he received the CALI Excellence for the future award in Sports Law. He focuses his practice on corporate, real estate and immigration matters. Fabian has experience representing luxury hotel owners and operators in connection with the drafting of hotel management agreements, restaurant license agreements, and complex restaurant leases for domestic and international projects including: Nobu Tulum, Nobu Punta Cana, Nobu Orlando, Nobu Chicago and the Nickelodeon Hotel in Riviera Maya, Mexico, among others. He has represented clients in the commercial real estate industry in connection with the drafting of purchase and sale agreements, promissory notes, and mortgages. Lastly, Fabian routinely counsels corporate clients in connection with the drafting of articles of organization, operating agreements, and other documents related to acquisitions, restructurings and investments.

Nicole C. on ContractsCounsel
View Nicole
5.0 (2)
Member Since:
December 21, 2023

Nicole C.

Business Lawyer
Free Consultation
Dix Hills, New York
23 Yrs Experience
Licensed in NY
Columbia Law School

Nicole expertly and creatively works with businesses and individuals in all types of employment and business relations issues. She investigates workplace disputes as a neutral third party, drafts/reviews severance and hiring agreements, advises on day-to-day workplace issues, and reviews all kinds of business contracts. Nicole represents individuals, small businesses, non-profit organizations, labor unions, and benefits funds in various industries including public sector, entertainment, health care, education, transportation, construction, and communications. She has represented clients in federal and New York State courts, administrative proceedings, and arbitration hearings. Nicole is admitted to practice in New York.

Emmanuel K. on ContractsCounsel
View Emmanuel
5.0 (2)
Member Since:
July 26, 2023

Emmanuel K.

Corporate Lawyer
Free Consultation
Little Rock, Arkansas
2 Yrs Experience
Licensed in GA
University of Georgia School of Law

I am a corporate Attorney licensed in the state of Georgia and Ghana. My professional career started in 2016 as a litigator in a private law firm in Ghana. Subsequently in 2018, I moved in house to work for the University of Ghana and this is where my corporate transactional work experience began. Since coming to the US in 2019, I have gained significant transactional experience through internships at Verizon and Tricentis (a software testing company) during law school at UGA. Since graduating from UGA law school, I have worked as a corporate transactional attorney of an AmLaw 200 firm. In that role, I helped foreign companies entering the US market to establish a presence and comply with applicable corporate laws while doing business. I also assisted customers and service providers in the software and technology industry by reviewing SaaS and similar contracts. Also, I helped energy utilities in the renewable energy space navigate regulatory and policy issues and establish contractual business relationships through contract reviews.

Merry A. on ContractsCounsel
View Merry
5.0 (12)
Member Since:
July 26, 2023

Merry A.

Attorney
Free Consultation
Lakebay, WA
38 Yrs Experience
Licensed in WA
Seattle University School of Law (formerly UPS School of Law) Juris Doctorate

Merry Kogut is a licensed attorney based in Washington State who has been a legal expert on JustAnswer since 2008 specializing in employment law, consumer protection and discrimination issues. She has been an attorney handling WA State phone consultations for Arag Legal Insurance since April, 2023. She has also been an attorney in private practice since 1986, and was in-house legal counsel for multiple WA State government agencies. She brings nearly 50 years combined legal and professional writing experience. Earlier in her career, Merry served as a law clerk for the Washington State Court of Appeals, and as a discrimination specialist, investigator and legislative liaison. She also helped establish the “Legal Writing Institute,” a national association of legal writing instructors and administrators. Merry earned her law degree from the Seattle University (formerly University of Puget Sound) School of Law.

Charles M. on ContractsCounsel
View Charles
Member Since:
July 26, 2023

Charles M.

Attorney
Free Consultation
Chicago
21 Yrs Experience
Licensed in IL
DePaul University

Mr. McElvenny has extensive experience handling and developing strategy for complex commercial and real estate cases. He’s drafted hundreds of complaints ranging from simple breaches of contract to complex commercial claims including breach of fiduciary duty, constructive trusts and misappropriation of trade secrets. He has an excellent record in trial, arbitration and mediation. He also has significant experience in motion practice in both state and federal court. Through his work in corporate law, Mr. McElvenny has developed considerable experience with Limited Liability Company member disputes and general corporate governance. He’s drafted a number of industry-specific documents such as Operating Agreements (for Limited Liability Companies), commercial leases, settlement agreements and employment contracts. Mr. McElvenny has also represented criminal defendants in felony matters and assisted in the defense of civil matters arising from alleged SEC violations. He has represented individuals appearing before the Illinois Department of Professional Regulation as a result of SEC proceedings. After graduating with a B.A. in Philosophy, Mr. McElvenny proceeded from Loyola University-Chicago to DePaul University College of Law, receiving his JD from that institution in 2002. In 2010, he earned his Master’s of Science in Accounting from Loyola University-Chicago’s Graduate School of Business. Mr. McElvenny was selected to Illinois’ Super Lawyers Rising Stars in 2010, 2012 and 2013.

Marykaren R. on ContractsCounsel
View Marykaren
Member Since:
July 26, 2023

Marykaren R.

Privacy and Data Protection Counsel
Free Consultation
Boulder, CO, USA
6 Yrs Experience
Licensed in DC
University of Wyoming College of Law

I provide legal advice and guidance on complex privacy laws and regulations including: Privacy Policies, incident response & state data breach notification laws, privacy risk and risk assessments, PIAs/DPIAs, contracts, and policies and procedures to help build consumer trust and ensure compliance. I am successful by encouraging collaboration with stakeholders to ensure a successful and sustainable program.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a Partnership Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,522 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with a Partnership Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,522 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city