Also known as: limited partnerships · LP
Written by attorneys · grounded in primary & secondary sources — see below
A statutorily created business association composed of one or more general partners who manage the business and bear unlimited personal liability and one or more limited partners who contribute capital and share profits with liability limited to their investment. Formation occurs upon filing a certificate of limited partnership with the state. The partnership agreement governs relations among the partners and the entity.
Lena Lawson and Logan Lane file a certificate naming their new investment vehicle Lakeshore Ventures. The secretary of state rejects the filing because the name lacks the required phrase limited partnership or the abbreviation LP. They refile as Lakeshore Ventures LP and the certificate is accepted.
Laura Lewis and Lorenzo Lugo execute a certificate identifying Lewis as general partner and Lugo as limited partner. Upon filing, Lugo becomes a limited partner by agreement of the initial partners without any further action or contribution beyond the agreed capital.
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Luna Lang and Lance Lee form Lumen Capital LP and include in their partnership agreement a clause allocating profits according to capital contributions rather than equally. The agreement controls the distribution of profits between the general and limited partners.
Lakeshore Industries LP incurs a large tort judgment. Limited partner Loyal Insurance contributed capital but took no part in management. Creditors cannot reach Loyal Insurance's personal assets because its status as limited partner alone does not create personal liability.
Linden Logistics LP acquires title to several properties in its own name and opens a dedicated bank account. After a contract dispute arises, the court treats the partnership as a separate legal person whose assets and liabilities stand apart from those of its individual partners.
Lena Lawson files a certificate of limited partnership for a real-estate venture and records deeds in the partnership name. Subsequent litigation over the property confirms that the limited partnership exists as an entity distinct from Lawson and her co-partners.
A limited partnership is formed by filing a certificate of limited partnership with the state that identifies at least one general partner and one limited partner. Upon filing, the entity comes into existence as a distinct legal person.
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A limited partner is not personally liable for the debts or obligations of the partnership solely by reason of being a limited partner, even if the limited partner participates in management. Liability is limited to the amount of the partner's contribution.
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The name of a limited partnership that is not a limited liability limited partnership 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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The partnership agreement governs relations among the partners as partners and between the partners and the limited partnership, as well as the activities and affairs of the partnership.
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…Revlon.[^maj-1] The defendants are Revlon, its board of directors, and Forstmann Little & Co. and the latter’s affiliated limited partnership (collectively, Forstmann). The injunction barred consummation of an option granted Forstmann to purchase certain Revlon assets (the lockup option), a promise by Revlon to deal exclusively…