Legal Terms: Limited Partnership

A limited partnership is a business organization created under state law that allows some members of a partnership to enjoy the benefit of limited liability. Limited partnerships must contain at least one general partner and at least one limited partner. The general partners are tasked with the operation of the business and they are saddled with unlimited liability; which means that they are personally liable for debts of the partnership.

Limited partners, on the other hand, may not take active roles in running the partnership but they gain the benefit of limited liability; which means that they are not personally liable. The most they can lose is the amount that they put into the business.

The limited partnership was designed to combine the limited liability benefits of the corporation with the avoidance of double taxation common to the general partnership. Today, in many cases, the limited partnership has been superseded by the LLC, which has the same essential benefits without requiring any members to have unlimited liability.