Choosing Between General and Limited Partnerships: A Comprehensive Guide

Choosing Between General and Limited Partnerships: A Comprehensive Guide

When starting a business with one or more partners, choosing the right partnership structure is crucial for the success and smooth operation of the enterprise. Two common types of partnerships are General Partnerships (GPs) and Limited Partnerships (LPs).

Every single one has its own features, pros, and possible cons. This comprehensive guide will explore the differences between GPs and LPs to help business owners make informed decisions that align with their goals and risk tolerance.

Understanding General Partnerships (GPs)

Understanding General Partnerships (GPs)

A general partnership (GP) is a business arrangement in which two or more individuals agree to share all of a business’s assets, profits, and financial and legal liabilities.

Each partner in a GP is involved in running the business day to day and can make decisions for the partnership.

Advantages of General Partnerships:

Advantages of General Partnerships

1. Ease of Formation: GPs are more accessible to set up than corporations or limited partnerships. They require less paperwork and have lower start-up costs.

2. Shared Responsibility: Partners share the business’s workload, which can lighten the burden on individual partners.

3. Pass-Through Taxation: GPs enjoy pass-through taxation, meaning the business is not taxed. Instead, profits and losses are passed through to the partners’ tax returns.

Potential Pitfalls of General Partnerships:

1. Unlimited Liability: Each partner is personally liable for the debts and obligations of the business, which can put personal assets at risk.

2. Shared Liability: Partners are jointly and severally liable for the actions of other partners in business.

3. Disputes and Continuity: Without a well-drafted partnership agreement, conflicts can arise, and the partnership may dissolve if a partner exits for any reason.

Understanding Limited Partnerships (LPs)

Understanding Limited Partnerships (LPs)

A limited partnership structure is more formal, and it has at least one general partner and possibly more than one limited partner. The general partner manages the business and is personally liable for debts.

At the same time, limited Partners contribute capital and share in profits but typically do not participate in day-to-day management.

Advantages of Limited Partnerships:

1. Limited Liability for Limited Partners: Limited partners are only responsible for the amount of money they contribute to the partnership. This protects their personal assets from the business’s debts.

2. Investment Attraction: Limited partnerships (LPs) can bring in investors who only care about making money and not running the business.

3. Pass-Through Taxation: Like GPs, LPs benefit from pass-through taxation by avoiding the double taxation that C-Corporations must pay.

Potential Pitfalls of Limited Partnerships:

Potential Pitfalls of Limited Partnerships:

1. Complexity and Cost: Forming an LP can be more complex and costly than establishing a GP, with more regulatory requirements.

2. General Partner Liability: An LP’s general partner(s) still face unlimited liability, which can be a significant risk.

3. Less Control for Limited Partners: Limited partners have minimal control over business decisions, which may not suit those who wish to be actively involved.

Making the Right Choice for Your Business

Making the Right Choice for Your Business

When deciding between a General Partnership and a Limited Partnership, consider the following factors:

1. Level of Control: A GP might be more appropriate if all partners wish to be actively involved in management. If some prefer to invest, an LP could be a better fit.

2. Liability Comfort: Consider how much personal liability you and your partners will assume. If protecting personal assets is a priority, an LP may offer a safer option for some partners.

3. Investment Needs: If you need to raise capital without giving up control, an LP allows you to bring on investors as limited partners.

4. Tax Considerations: GPs and LPs offer pass-through taxation, but it’s essential to consult with a tax advisor to understand your situation’s implications.


Selecting the appropriate partnership structure is a crucial decision that should be made with time. General partnerships are easy to set up and manage. Still, they also come with the risk of being legally responsible for anything that goes wrong.

Limited partnerships provide limited liability for some partners at the cost of complexity and control considerations.

By understanding each partnership type’s differences, advantages, and potential pitfalls, business owners can select the structure that best suits their needs and objectives. Suppose you want to protect all of your partners’ interests, and the business is set up for success.

In that case, you should get legal and financial advice before signing any partnership agreement.