Mesmer & Deleault, PLLC
Manchester Office (Main Office)
41 Brook Street
Manchester, NH 03104
USA
Tel. (603) 668-1971
Fax. (603) 622-1445
mailbox@biz-patlaw.com
A limited partnership is a special type of partnership which has at least one
general partner and at least one limited partner.


General partners are responsible for all debts and legal claims against the
partnership just like in a general partnership. Limited partners, however, are
only responsible to the partnership up to the amount they invested in the
partnership. This provides a liability shield to the limited partner. Claimants and
creditors of the Limited Partnership cannot reach through to the personal
assets of the limited partner. They can reach the personal assets of the general
partner. For that reason, some limited partnerships will have a corporation act
as the general partner.


In exchange for limited liability, limited partners trade-off their right to
participate in the management of the partnership business. If they participate in
the management contrary to their limited partner status, then, in an action
brought by a third party against the limited partnership, the courts will “re-label”
you as a general partner with all the personal liability that attaches to general
partners.


All income from the business is directly taxable to the partners.



YES. This business form requires registration with the State for its creation.


What is a limited partnership?
What is the difference between
the general partner and the
limited partner?
If I’m a limited partner, how
does that affect my relationship
with the business?
How is the limited partnership
taxed?
Are there any other special
requirements to forming a
limited partnership?
Prevention is better than cure.
TM
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