Also known as: société en commandite · societes en commandite · limited partnership · commandite
Written by attorneys · grounded in primary & secondary sources — see below
A business association in which one or more general partners bear unlimited liability for the entity's debts while one or more limited partners bear liability only up to the amount of their contributions. The partnership agreement governs relations among the partners and the entity. A person becomes a limited partner upon formation as agreed by the initial partners.
Seth Shapiro and Simone Sanders form an entity to operate a consulting business. They decide the name should signal limited liability for one investor but avoid any suggestion of full liability protection. The filing is rejected because the chosen name uses LLLP. They revise the filing to use LP and the name is accepted.
Samuel Soto and Sylvia Santos agree that Soto will manage daily operations with full liability while Santos contributes capital only. At the moment the certificate is filed they become the initial partners. Santos is recognized as a limited partner from that filing date onward.
Select any source to read its text and confirm it supports the definition.
Sophia Singh and Sebastian Santos sign a partnership agreement that sets voting rights and profit shares. When a dispute arises over management decisions the agreement supplies the rule that resolves the conflict. The partners follow the agreement rather than default statutory provisions.
Synergy Systems invests as a limited partner in Silverline Industries. A creditor sues Synergy Systems for an unpaid obligation of Silverline Industries. The court dismisses the claim because the investor's status alone does not create personal liability.
Sierra Solutions holds a limited partnership interest in Sterling Dynamics. Directors approve a merger that affects the value of the interest. A court examines whether the directors satisfied their fiduciary duties in approving the transaction.
A limited partnership hires an accounting firm to audit its financial statements. Investors later claim the audit contained material errors that caused losses. The court determines whether the firm owes a duty of care directly to the limited partners.
A person becomes a limited partner upon formation as agreed among the persons that are to be the initial partners. The agreement controls the initial designation. After formation additional rules in the partnership agreement or statute may apply.
Supporting sources
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. The name may include the name of any partner.
Supporting sources
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. This protection applies even if the limited partner participates in management and control. The rule holds regardless of dissolution.
Supporting sources
The partnership agreement governs relations among the partners as partners and between the partners and the limited partnership. It also governs the activities and affairs of the partnership and the means for amending the agreement.
Supporting sources
…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…