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A limited partnership (LP) is a type of partnership with general partners who have a right to manage the business and limited partners who have no right to manage the business but have only limited liability for its debts. [1] Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.
The liability of limited partners is limited to their investment in the partnership. This form of partnership was developed in the 19th century, the U.K. where it was imparted by charter, [19] and in the U.S. where it was created by statute. [18] [19] More recently, additional forms of partnership have been recognized:
Articles of partnership is a voluntary contract between/among two or more persons to place their capital, labor, and skills into a business, with the understanding that there will be a sharing of the profits and losses between/among partners. Outside of North America, it is normally referred to simply as a partnership agreement. [1]
GP (General Partnership): Either a formal structure with a partnership agreement, or an informal structure, in which case the Partnerships Act for the province will apply; LP (Limited Partnership): An investment structure, limiting both the liability and the participation of the investor.
Example: A and B each contribute $10,000 in cash to form the AB Partnership. AB buys real property for $120,000, paying $20,000 and giving a recourse note for $100,000. The partnership agreement allocates all items equally to the partners. To determine each partner's economic risk of loss, a constructive liquidation analysis must be performed.
The proprietary limited company is a statutory business form in several countries, including Australia. Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the limited liability company (LLC) and the limited liability limited partnership (LLLP) in the United States.
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