General Partnership vs Limited Partnership

When it comes to the two common types of partnerships that often get confused – general partnerships vs limited partnerships – there are some key differences that will impact how each partner participates in the company. Limited partnerships and general partnerships have significant differences in terms of liability, management, and the roles of the partners involved. It is important to know exactly what your roles, duties, and liabilities will be when entering into a partnership with a company or another individual. This blog on the differences between Delaware General Partnerships and Limited Partnerships can help.

What is a General Partnership?

A general partnership is the most common type of partnership. It refers to a relationship in which all partners contribute to the day-to-day management of the business. Each partner will have the authority to make business decisions on behalf of the partnership and even legally bind the company in contracts.

The liabilities, contributions, and responsibilities of the partners are often equal unless stated otherwise. As such, profits and losses are also typically shared equally among the partners unless specified otherwise. Typically, a partnership agreement will describe which partners have certain authorities and responsibilities. In a general partnership, each partner will have a partnership account on the books of the company.

What is a Limited Partnership?

A limited partnership is a relationship where one or more partners are not involved in the day-to-day management of the business. All limited partners, sometimes known as “silent partners,” will serve solely as investors in the business, with the funds that they contribute being the extent of their liability. However, the limited partners do not have decision-making power in the company, withdrawing funds, etc.

In a limited partnership, the management roles are divided between general partners and limited partners. Limited partnerships will have at least one general partner to man the day-to-day operations of the business. General partners and limited partners may invest money into the company. but limited partners usually do not play a significan role in management. However, a general partner may also be personally liable for the debts of the company, while the limited partner is not.  Only a general partner’s personal assets (in addition to the business assets) can come into play when it comes to paying off the company’s debts.

A common purpose of a limited partnership -- vs a general partnership -- is for real estate. There may be several limited partners for the purpose of contributing funds to purchase the real estate, as long as there is at least one general partner. The benefit of being a limited partner vs a general partner is that your liability is limited, while the downside is that a limited partner will not have the decision-making powers that a general partner has.

Similarly, limited partnerships are an extremely popular choice for private equity firms, which purchase privately owned companies in the hopes of increasing their value. Often, the private equity company’s name is not particularly well-known compared to the companies it invests in. For example, the Roark Capital Group is a large private equity firm and limited partnership that has invested in companies such as Arby’s, Jamba Juice, Sonic, Maaco and Meineke.

There have been cases where a limited partner has unintentionally given up his limited liability status by being involved in the organization’s management. This determination can be made by a court if a lawsuit is filed alleging that the limited partner has participated in the day-to-day activities.

It is important to note that the General Partner’s name and address are listed on the Certificate of Limited Partnership that is filed with the state, making the General Partner public information. The General Partner is often an LLC, but there are times when we have seen clients choose to list a person as the General Partner.     

We recommend clients work with an attorney to ensure they understand their liability and protections in any partnership, including Delaware General Partnerships and Delaware Limited Partnerships. For clients who wish for all members to have limited liability protection, the popular choice is the Delaware LLC.