Starting a business in Dallas? A limited partnership could be the legal form you need. A limited partnership is a business operated by two or more individuals, where at least one person acts as a general partner and one or more others are limited partners. A limited partner is not legally responsible for the debts of the firm, but the general partner is.

If you're considering forming a limited partnership, you must understand the key legal elements of this type of business structure. This article, based on Dallas regulations, outlines how you can get started.


A limited partnership is a popular type of business structure for two or more individuals. Generally speaking, the partners in a limited partnership are:

The general partner(s): Responsible for all of the firm's obligations, debts, and liabilities.

The limited partner(s): Invest in the business but not personally liable.

The general partner typically oversees the day-to-day operations of the business and receives a salary. Meanwhile, the limited partner typically provides the capital, or investment, and does not have any input in the firm's decisions and cannot be held legally responsible for the company's debts.

Creating a Limited Partnership in Dallas

If you're interested in forming a limited partnership, your first step is to conduct research. Study the law and be aware of any regulations or statutes in Texas that may apply to your firm. Document every decision you make and create a general partnership agreement.

Once you complete the initial step of research, talk to a trusted lawyer. An experienced lawyer who specializes in business laws in Dallas can offer invaluable advice and help you navigate the complexities of limited partnerships. They can help you create contracts that protect your interests and the interests of your limited partners. Furthermore, they can help you identify tax obligations, liabilities, and potential risks associated with the contracts.

The next step is to register with the Texas Secretary of State. To do this, you must create a certificate of limited partnership. This document includes the partners' names, addresses, and titles; the business name and address; the goal of the limited partnership; the management structure; and the general partner's rights and duties. Additionally, the document must be signed by all of the limited partners. Once you've registered, you'll receive a confirmation from the Secretary of State, confirming that you've created a valid limited partnership.

Tax Considerations

In Dallas, a limited partnership is subject to the same tax rules as other forms of businesses. The general partner is responsible for filing annual income tax reports on behalf of the firm, and the limited partners owe income taxes on any profits or losses generated by the business activities.

Protecting Your Limited Partnership

As a limited partner, you are not liable for any debts or liabilities of your business. However, it is still important to build a relationship of trust with the general partner. You should take the necessary steps to ensure that the partnership has sufficient capital, and that proper due diligence is conducted when making critical decisions.

Additionally, it's important to have a solid exit strategy. You should plan ahead for potential problems and prepare for them by creating a dispute resolution agreement among the partners. This should include a clear outline of expectations for the limited partner, including the minimum level of capital required for the partnership, partner withdrawal policies, and dispute resolution clauses.

Seeking Legal Advice

The legal intricacies of limited partnerships can be complex, so it’s wise to seek the counsel of an experienced business attorney in Dallas. A trusted lawyer will be able to provide you with valuable insight about the legal requirements and the best practices for a successful limited partnership.

At UpCounsel, you have access to qualified lawyers who are experts in business law. Whether you need a one-time consult or an entire freelance legal department, UpCounsel’s network of experienced lawyers has you covered. From small businesses to the Fortune 1000, groundbreaking companies of all sizes trust UpCounsel and its attorney community to provide high quality, cost-effective legal services.


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