Articles of Limited Partnership

Articles of Limited Partnership


Area of Law: 

Limited Partnerships are still used today, but not nearly as often since the advent of the "Limited Liability Company." An LP is not the same as an LLC or an LLP, however. The Limited Partnership was created as a way of using partnership law for tax and management purposes while allowing a class of partners to have shares that operate like stock. The "limited member" or "limited partner" is a person or entity that owns an interest but has no say about the operation or management of the partnership. An LP must have at least one general partner who operates the company and takes personal liability for the business of the partnership, while the limited members have no personal liability. If you are going to use a Limited Partnership, you ought to consult with an attorney. The law is complex, and there is a variety of missteps that could result in personal liability to the limited partners.  


One strategy used with a Limited Partnership is to apply it to estate planning. A corporation can act as general partner to insulate against personal liability, and the limited partners (the family members) get the benefit of ownership without the burden of liability. Over time, the partnership can grant interests to the limited partners. So, by the time you pass away, you could have already passed 99% of the ownership to your children, but the managing/controlling interest wouldn't pass until you actually die. As a result, you are able to control your estate without actually owning very much of it, and you can bestow your children and grandchildren with just enough each year so that you aren't taxed under gift tax law (e.g. you can give $11K worth of Limited Partnership interest to every limited partner each year).

View Form Preview



This limited partnership agreement is made on _________[date] in _________ by and between _________ as general partners and _________ as limited partners.





The parties to this agreement by it form a limited partnership pursuant to the provisions of the Uniform Limited Partnership Act of the State of _________, and that act shall govern the rights and liabilities of the parties to this agreement.





The name of this limited partnership shall be _________.





This limited partnership shall begin the day the certificate of limited partnership is duly filed and shall continue until terminated in accordance with this agreement.


You must log in to download the form. If you don't have an account, you can sign up for free.