If you’re thinking about starting a business with one or more people, you may decide to form a limited partnership. What is a limited partnership? Understand how limited partnerships operate, and find out what you need to know before establishing one.
What is a limited partnership?
When you form a partnership, you can either establish a general or limited partnership. In a limited partnership, at least one partner has limited liability, as well as little to no control over the business.
Limited partnerships must have both general and limited partners. The limited partner, or partners, is only liable for their investment. The general partner, or partners, is responsible for the business’s debts.
The limited partner is similar to a silent investor. A limited partner invests their money or property in the business, but they do not make decisions about the company or manage day-to-day operations.
与有限的合作伙伴关系不同，一般合作伙伴关系由两个或多个普通合伙人拥有。一般合作伙伴关系中没有有限的合作伙伴。通常，所有所有者都具有相同的控制权，并在一般合作伙伴关系中具有相同的风险。
Limited partnerships are more structured than general partnerships. You must have at least one limited and one general partner to operate. General partnerships are more informal, as you can form one with as little as a handshake.
Should you form a limited partnership?
For some business owners, forming a limited partnership is the right decision. But before structuring as a limited partnership, you must weigh the pros and cons. There are limited伙伴关系优缺点for both the limited and general partners.
If you are the limited partner, you enjoy limited liability in the business. However, you do not play an integral role in running your company. You are not involved in the daily operations and you cannot make business decisions. If you disagree with how your partner runs the business, you generally can’t do anything.
If you are the general partner in a limited partnership, the opposite is true. You get to exert control over your business. You receive an investment from your partner, but you do not have to share decision making. On the other hand, you are liable for your small business debts. If your business owes money, your personal assets are at risk.
After weighing the pros and cons of a limited partnership, consider an alternative. You could form a partnership that is structured as a limited liability company (LLC). If you form a multi-member LLC, all partners enjoy limited liability.
How to form a limited partnership
To structure as a limited partnership, you must take many of the same steps as you would to form another entity. You should apply for a federal employer identification number (FEIN) with the IRS, register your business with your state, and obtain licenses and permits.
您的状态可能要求您选择（DBA）名称的业务。业务DBA是您操作的名称，必须是唯一的。
To form a limited partnership, you will also need to familiarize yourself with two specific documents:
1.有限合伙协议
With the help of a small business lawyer, draft a limited partnership agreement.
A业务伙伴关系协议is a contract that defines general and limited partners, as well as your business’s goals. It should also disclose each partner’s investments and distributions.
如果您和您的伴侣同意有限合伙人可以参与某些决策，请将其包括在合同中。
2.有限的partn证书ership
您还必须与您的州提交有限合伙企业的证书。这将您的有限合伙企业作为您所在州的法律业务进行注册。
Like the partnership agreement, the certificate of limited partnership details information about your partnership, including general and limited partners, contributions, and distributions.
If anything changes within your partnership, be sure to amend your certificate of limited partnership.
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