Understanding Limited Partnerships - Top 5 Things to Consider
The concept of a limited partnership is a familiar one in corporate law, but most people can use a refresher3 min read
The concept of a limited partnership is a familiar one in corporate law, but most people can use a refresher. Limited partnerships are entities formed between two or more people who are legally responsible and financially liable for the business. They provide benefits to the partners and can be a great way to launch a successful business. But for anyone planning to form a limited partnership, there are some important things to consider. In this article, we'll cover the top 5 things to consider with regards to limited partnership definitions, specifically tailored to theChicago area.
A limited partnership is a legal partnership arrangement that combines two or more partners, who each provide capital and are legally responsible and liable for the business. Unlike a general partnership, a limited partnership includes a general partner, who governs the business, and limited partners, who are allowed to remain “silent” and not actively participate in the business. This gives the limited partners protection from liabilities incurred in the course of the business. Because a limited partnership requires multiple investors, it’s important to understand how the investments are structured and divided up.
The first thing to consider when forming a limited partnership is what rights and responsibilities are allocated to each partner. Generally speaking, the general partner is responsible for making decisions and managing the day-to-day operations of the business. This person is also held responsible for the liabilities incurred by the business. The limited partners, meanwhile, aren’t responsible for liabilities and are only invested in the profits and losses of the business. It’s important to set clear expectations around this arrangement before getting started.
The second thing to consider when forming a limited partnership is the type of capital that each partner will contribute. Generally speaking, each partner will contribute a different type of capital, such as cash, property, or services. Cash is usually the most common type of capital contribution, and the terms for each contribution should be clearly outlined in the agreement. This is especially important for any non-cash investments, as the partnership agreement should specify the market value of the contributions and how they will be valued over time.
The third item to consider when forming a LIMITED partnership is the duration of the agreement. Generally speaking, LIMITED partnerships can last indefinitely and can be ended only when all of the partners agree to dissolve the partnership. This means that the agreement should outline how the partnership will end, such as through death or sale of the business. Additionally, the agreement should specify how the partnership assets will be distributed in the event of a dissolution.
The fourth thing to consider when forming a LIMITED partnership is the taxation of the business. It’s important to be aware of how taxes will affect the business as you make decisions around the type and amount of investments and how the proceeds will be divided. Generally speaking, LIMITED partnerships are subject to a flow-through taxation system, meaning that the partners are liable for taxes on the business’s profits and losses.
The fifth and final thing to consider when forming a LIMITED partnership is legal counsel. It’s important to receive guidance from an experienced attorney before signing the partnership agreement to ensure that all of the partners are aware of their rights and obligations under the agreement. It’s especially important to work with a lawyer who understands local regulations when in the Chicago area, as legal requirements may vary from state to state.
As you can see, there are a few key things to consider when forming a limited partnership. It’s important to be clear about each partner’s role and expectations, the type and value of the investments, how the partnership will end, and the applicable tax laws. Additionally, it’s important to seek legal counsel to ensure that you fully understand your rights and obligations before signing the partnership agreement.
Topics:
