Also known as: limited partners · LP
Written by attorneys · grounded in primary & secondary sources — see below
A partner in a limited partnership who receives a share of profits and whose personal liability for partnership obligations is limited to the amount of the partner's investment.
Lunar Dynamics and Layla Lane agree to form a limited partnership to operate a shipping venture. They file a certificate naming the entity Lunar Dynamics Shipping Partners without using LP or limited partnership in the title. The secretary of state rejects the filing because the name fails to satisfy the statutory naming requirement even though Layla is designated the limited partner.
Leo Lynch and Lance Lee decide to create a limited partnership for a media project. They sign an agreement designating Leo as the general partner and Lance as the limited partner with a twenty percent profits interest. Upon filing the certificate, Lance becomes a limited partner with the rights and protections the parties agreed upon at formation.
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Lola Langley invests as a limited partner in Lattice Systems LP. The partnership incurs a large debt to a supplier after Lola attends one management meeting but takes no part in day-to-day decisions. Creditors cannot reach Lola's personal assets because her status as a limited partner shields her from personal liability for the partnership obligation.
Leonard Lowe contributes capital as a limited partner in Lighthouse Shipping LP. When the partnership's financial statements are later audited, Lowe receives distributions but exercises no control over operations. In subsequent litigation over the audit, Lowe's exposure remains capped at the amount of the original investment because of limited-partner status.
After formation a person becomes a limited partner as provided in the partnership agreement or under the default statutory rules that govern post-formation admission.
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A limited partner is not personally liable for a debt, obligation, or other liability of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in management and control.
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The name must contain the phrase limited partnership or the abbreviation LP or L.P. and may not contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P.
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…LLC, an international private investment company. He is also the founder, Chairman and majority shareholder of M7 Aerospace LP, a privately held aerospace service, manufacturing and technology company; founder, Chairman and majority shareholder of Intercomp Technologies, LLC, a privately held business process…