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Limited Partners

One of the biggest advantages for a limited partner in the Limited Partnership is the fact that he or she only faces limited liability. If the business goes bankrupt or is sued, the limited partner is only liable up to his investment in the business and the business's assets. He or she isn't personally liable, and unless the limited partner has done something as an individual to make him or her liable, he or she can't be sued as an individual. The disadvantage, though, is that the limited partner doesn't have much say in regular business matters or large decisions. If he or she participates too much in the day-to-day activities, the limited partner could lose that limited partner status and become a general partner.

General Partners

One of the biggest advantages for a general partner in the Limited Partnership is that he or she maintains most of the power in the Partnership. The limited partners can only participate marginally as compared to the general partner. This means that for the most part, the general partner can make the decisions and take the Partnership in the direction he or she wants. If there's more than one general partner, this authority gets split equally unless specifically stated otherwise in the Partnership Agreement. The disadvantage for the general partner is that he or she assumes all personal risk. If a judgment is brought against the Partnership, then this personcould personally be held liable, and his or her personal assets seized to make up for the missing payments. Even if the general partner has done nothing wrong, he or she could also be held liable as an individual in some cases.

Please note: This page offers general legal information, but not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.


Written and Reviewed by Experts
Written and Reviewed by Experts
This article was created, edited and reviewed by trained editorial staff who specialize in translating complex legal topics into plain language.

At Rocket Lawyer, we believe legal information should be both reliable and easy to understand—so you don't need a law degree to feel informed. We follow a rigorous editorial policy to ensure every article is helpful, clear, and as accurate and up-to-date as possible.

About this page:

  • This article was written and reviewed by Rocket Lawyer editorial staff
  • This article was last reviewed or updated on Oct 20, 2023

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