Also known as: general partners · GP
Written by attorneys · grounded in primary & secondary sources — see below
A partner in a partnership who participates in management, shares profits and losses, and bears personal liability for the entity's debts and obligations.
Galaxy Technologies serves as general partner of a limited partnership that defaults on a supplier contract. The supplier obtains a judgment against the partnership alone. When the supplier attempts to seize assets of Galaxy Technologies to collect, the court denies the levy because no separate judgment was entered against the general partner and the statutory conditions for personal liability were not satisfied.
Grandview Holdings acts as general partner of a limited partnership. After the corporation voluntarily dissolves and liquidates, the limited partnership expels Grandview Holdings as general partner under the dissociation statute because the entity willfully terminated its existence.
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Gordon Gray serves as general partner in a joint venture that leases property for a construction project. When the lease term ends, Gray negotiates a new lease solely for his own benefit on an adjoining parcel. The other venturer sues, claiming Gray breached the duty of loyalty that attaches to his role as general partner.
Grove Manufacturing's general partner negotiates a merger that would transfer control of the firm. The general partner must evaluate whether the transaction maximizes value for the partnership's owners rather than favoring one constituent group.
Gable Construction serves as general partner of a limited partnership that retains an accounting firm to audit its financial statements. The firm issues an unqualified opinion that investors later claim was negligently prepared. The general partner faces questions about the scope of liability that flows from its management role.
A general partner is personally responsible for all debts and obligations of the partnership. Creditors may pursue the general partner's individual assets once a judgment is obtained against the partner.
Supporting sources
A general partner ordinarily participates in daily operations and may bind the partnership. A limited partner receives profits but may not exercise control without risking loss of limited liability status.
Supporting sources
No. A judgment against the limited partnership is not automatically a judgment against the general partner. The creditor must obtain a separate judgment against the general partner or satisfy statutory conditions before levying on the partner's personal assets.
On reasonable notice a general partner may inspect and copy partnership records during business hours when the information is material to the partner's rights and duties.
…In other words, the mere fact that the joint venturers rent property together does not call for the strict rule that applies to general partners. Many things may excuse what is there forbidden. Nor here does any possibility of renewal exist as part of the venture. The nature of the undertaking excludes such an idea. So far I have…