Limited Partnership Laws

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What Is a Limited Partnership?

A limited partnership, or "limited liability partnership,"  is a specific type of business partnership that enables each partner to achieve legal protection against individual liability for the debts, losses, and violations related to the overall partnership.

In contrast, in a general partnership, each partner is jointly responsible for the losses incurred by the partnership. This can sometimes put partners at a disadvantage, especially if their role is minor or if they have contributed less to the business than other partners.

Is it Possible to Withdraw from a Limited Partnership?

Yes. This is a feature that distinguishes a limited partnership from a general partnership. With a limited partnership, a partner can withdraw from the partnership without subjecting the entity to an automatic dissolution. Withdrawing from a limited partnership requires the partner to notify the partnership and to file the required papers with the state.

In comparison, withdrawing from a general partnership will usually result in the legal dissolution of the partnership. A general partnership will also dissolve if any of the partners become deceased or incapacitated.

What If I Have a Dispute Involving a Limited Partnership?

Again, one of the main aspects to consider is liability, which entails determining who among the partners should be liable for your financial losses. If a partner was acting outside the scope of their duties as a partner, it is likely that they will be held personally liable for any injuries or losses that they caused you. On the other hand, if the partner was acting within their scope of duties as set forth by their partnership agreement, it may be possible that the partnership is liable for your losses.

In some cases, multiple partners may be jointly responsible for the plaintiff’s damages award. This will all depend on the individual facts surrounding your losses, as well as the individual liability agreement between the partner and their partnership organization.

Will I Need a Lawyer for Help with Limited Partnership Laws?

Partnership laws can vary from state to state. It’s in your best interests to hire a lawyer if you need help with the limited partnership laws in your area. Your attorney will be able to assist you with tasks such as filing, creating documents, and negotiating partnership agreements. Also, an attorney can represent you in court if you’ll be needing to file a lawsuit involving limited partnership laws.

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Last Modified: 01-02-2014 12:15 PM PST

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