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An LP must have two or more owners. At least one must be a general partner who has unlimited, personal liability, and one must be a limited partner who has limited liability but is prohibited from participating in business management.
Limited partners have limited liability for business debts. In other words, they only stand to lose the money they put into the business. For instance, if a limited partner invested $20,000 into the partnership and the business has $50,000 in debt, then the limited partner might lose their $20,000 investment.
Disadvantages of Forming a Limited Partnership General partners have unlimited liability. Creditors can come after general partners personally to pay business debts. No flexibility for taxes. Partnerships arent flexible in how theyre taxed like LLCs are. Limited partners cant make decisions for the business.
The key advantage to an LP for its limited partners is the protection from personal financial liability beyond the amount of their investment. The general partners are willing to take the biggest risks in order to raise capital for their investments.
Limited partnerships are generally used by hedge funds and investment partnerships, as they offer the ability to raise capital without giving up control. Limited partners invest in an LP and have little or no control over the management of the entity, but their liability is limited to their personal investment.

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Disadvantages of limited partnerships Risks to the general partners: In a limited partnership, the general partners must carry the burden of all the businesss debts and obligations. If the company is sued or enters into bankruptcy, all debts and liabilities are the responsibility of the general partners.
Limited partners cannot be held liable for more than the amount of money they contributed to the business, versus general managers who are liable to pay the full amount of debts that a business may incur. Limited partners also cannot lose more money than they contributed to the project.

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