Also known as: sociétés en commandite · limited partnership · S.E.C.
Written by attorneys · grounded in primary & secondary sources — see below
A partnership in which at least one partner bears unlimited personal liability for partnership obligations while one or more other partners enjoy liability limited to the amount of their contributions.
Selena Singh and Steven Silva decide to form a business entity to develop commercial property. They file formation documents under the name Singh Silva Ventures. The filing is rejected because the name lacks the required phrase or abbreviation indicating limited partnership status. Singh and Silva must amend the documents to read Singh Silva Ventures LP before the entity can be recognized.
Spencer Silver agrees with Stella Shapiro to create a new entity for an investment fund. At the moment of filing the certificate of limited partnership, Silver is designated a limited partner under the terms the two parties negotiated. No further action is required for Silver to hold that status from formation onward.
Select any source to read its text and confirm it supports the definition.
Sarah Sullivan and Sofia Stern form a limited partnership to operate a chain of retail stores. Their written agreement specifies how profits will be divided and how disputes between the general and limited partners will be resolved. Those contractual terms control the internal relationship between the partners and the entity.
Sentinel Security invests as a limited partner in Spectrum Financial LP. When the partnership defaults on a bank loan, the lender seeks to collect from Sentinel Security's own assets. Because Sentinel Security acted only as a limited partner, it faces no personal liability for the partnership debt.
Silverline Industries serves as the sole general partner of a limited partnership that develops real estate. Silverline diverts an attractive acquisition opportunity to an affiliated entity it controls. The limited partners sue, alleging breach of the duty of loyalty that attaches to the general partner's role.
Synergy Systems, a limited partnership, retains an accounting firm to audit its financial statements. The firm issues an opinion that the limited partners later discover contains material misstatements. The limited partners bring claims against the accountants for negligent misrepresentation arising from the audit work.
The name must contain the phrase limited partnership or the abbreviation LP or L.P. It may not contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P.
A person becomes a limited partner upon formation as agreed among the persons that are to be the initial partners.
No. A limited partner is not personally liable for a debt or obligation of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in management.
…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…