What Are Limited Partnership Agreements
To understand the Limited Partnership Agreement, you must first understand the Limited Partnership. Similar to the general partner, the general partner consists of one or more personally liable partners and one or more personally liable partners. The general partners behave as expected. On the positive side, they manage and control the partnership, participate in their profits, use their property, and have the power to bind the other personally liable partners. On the negative side, they are all jointly and severally liable for the debts and obligations of the partnership.
Added to this are the limited partners who, as the name implies, are limited in their possibilities and possibilities. Limited partners can participate in the profits and receive a kind of dividend. You can also avoid joint and several liability for the debts of the partnership. However, they can not bind the partnership, nor do they usually have control over the business. However, they may be a member of the Board of Directors, without the control of the management being decisive. After all, they are required by law to disclose their status as limited partners to the public, so that not ignorant think otherwise.
It sometimes happens that limited partners have control over the management and the power to bind the company, and this leads to the main differences between partnerships and limited partnerships. Firstly, limited partnerships are established not by the intention of the parties, but by law, by submitting registration papers to the state. Second, the parties may decide to override the limited partnership by actually granting the limited partners rights they would not normally enjoy. Thirdly, the limited partnership benefits from transit taxation as long as it complies with certain rules concerning limited liability, centralized management, duration and transferability of ownership. Otherwise, it will be taxed like a corporation.
Limited partnerships are also distinguished by limited partnerships. In the latter case all partners are liable with limited liability. In the former case, only the limited partners are liable; The personally liable partners are still on the hook. In order to counteract this risk, the limited partnership may be formed in such a way that the general partner is a capital company or a GmbH.
Limited Partnership Agreements contain a number of key provisions. Since the agreements govern the partnership, it is important that they are clear and complete. You should be concerned with control and authority issues. Can limited partners manage or retain the partnership? They should also look at the purpose of the partnership, its duration and its end. possible assignment of company shares (which are considered as collateral by law, the other shareholders also have a right of first refusal if a shareholder attempts to cede the shareholding); and how to split the profits, how they are taxed, and how to split the debts of the partnership.
Limited Partnership Agreements are most common in the real estate and entertainment industry (film), where projects (such as building a building or making a film) have a limited duration and tasks can be neatly separated. That is, in these situations, the general partners make the investment and control the project, and the limited partners provide the manpower and know-how. However, everyone enjoys the profit – at least theoretically.