Also known as: limited partnership · limited partnership's · LP · LPs
Written by attorneys · grounded in primary & secondary sources — see below
A business entity formed under state law in which one or more general partners manage the enterprise and bear unlimited personal liability for its obligations while one or more limited partners contribute capital and enjoy liability limited to their investment.
Luis Lopez and Lucia Lopez attempt to register their new venture as Lopez Capital to explore oil leases. The secretary of state rejects the filing because the name lacks the required LP designation. The partners must amend the name to Lopez Capital LP before the limited partnership can be recognized.
Lillian Locke and Lance Lee sign an agreement designating Lillian as the sole general partner and Lance as the limited partner of a film-financing venture. Upon filing the certificate of limited partnership, Lance automatically acquires limited-partner status with no further action required.
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Leo Lynch and Levi Lowe form a limited partnership to drill wells and include in their agreement a formula allocating eighty percent of profits to the limited partner. When a dispute arises over distributions, the court enforces the formula because the partnership agreement governs relations among the partners.
Lunar Dynamics LP incurs a large equipment debt that the general partner cannot pay. A supplier sues limited partner Lotus Pharmaceuticals for the full amount. The court dismisses the claim because limited-partner status alone does not create personal liability for partnership obligations.
Loyal Insurance and Lexicon Media form a limited partnership to hold and manage a portfolio of mineral rights. The structure allows the insurance company to act as general partner while the media firm invests passively without personal liability exposure beyond its contribution.
VantagePoint Venture Partners invests in a Delaware limited partnership that later faces a merger vote. The partnership agreement supplies the voting rules that govern the transaction because the entity form determines which internal-affairs statute applies.
No. Modern limited partnership statutes expressly provide that the partnership's failure to observe formalities in exercising its powers or managing its activities is not a ground for imposing personal liability on a limited partner.
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A person becomes a limited partner upon formation as agreed among the persons that are to be the initial partners. No additional formal act is required once the certificate is filed.
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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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No. The obligation of good faith and fair dealing is mandatory and cannot be eliminated by agreement, although partners may prescribe reasonable standards for measuring its performance.
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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…