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What is a Limited Partnership?

Understanding Limited Partnership formation and benefits

Limited Partnership

Limited Partnership

A Limited Partnership consists of general partners (who manage and have unlimited liability) and limited partners (who invest capital but have limited liability). Ideal for real estate investments and private equity funds.

Key Benefits of a Limited Partnership

  • Pass-through taxation to partners
  • Limited liability for limited partners
  • Flexible management structure
  • Easy transfer of limited partnership interests
  • Professional credibility for investment funds

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Entity Advantages

Why Choose Our Limited Partnership Formation

Capital Pooling

Allows partners to combine resources for joint ventures or investments.

Partner Protection

Limited partners are only liable up to their investment.

Simplicity

Limited Partnerships offer straightforward agreements between general and limited partners.

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FAQ

Limited Partnership Formation FAQ

A corporation is a legal entity that is granted certain powers by the state. It is owned by shareholders who share in the profits and losses of the corporation. It is guided by directors that act like a legislature and decide important business decisions, which are then carried out by officers. Incorporation provides limited liability, tax advantages, marketing benefits, privacy options, easier transfer of ownership, and the ability to turn personal expenses into deductible business expenses.

The Limited Liability Company (“LLC”) is a hybrid entity that combines limited liability protection with pass-through taxation. An LLC may be taxed as a partnership, corporation, or sole proprietorship depending on its members and elections. It allows flexibility in ownership, can have more than 100 members, accepts contributions in cash, property, or services, and avoids the restrictions imposed on Subchapter S Corporations.

Besides 501(c)(3) charitable corporations, 501(a) includes other tax-exempt organizations such as civic leagues, labor organizations, business leagues, social clubs, fraternal societies, credit unions, cemetery companies, veterans organizations, and various nonprofit associations that are exempt from federal income tax.

A 501(c)(3) organization is a non-profit corporation formed for charitable, religious, educational, literary, or scientific purposes. It does not pay federal or state income tax on profits related to its exempt purpose, under Section 501(c)(3) of the Internal Revenue Code.

A non-profit corporation is a state-incorporated entity with no equity owners and no income distributable to members, directors, or officers. Instead, it is controlled by members who elect a board of directors and is formed for nonprofit purposes.

A Sub Chapter S Corporation is a “plain vanilla” corporation at the state level that elects federal small business corporation status for tax benefits. It combines limited liability and corporate features with partnership-style tax treatment, passing profits and losses directly to owners.

A regular corporation pays corporate and shareholder-level tax, resulting in double taxation. A Sub Chapter S Corporation avoids this, as profits and losses flow directly to the owners. A small business corporation must meet requirements such as not being an ineligible corporation, having no more than 100 shareholders, only individuals/estates/trusts as shareholders, no nonresident aliens, and only one class of stock.

A Professional Service Corporation is formed by licensed professionals (e.g., doctors, accountants, engineers, architects) to provide professional services. Shareholders are typically limited to those licensed in the same profession, and stock transfers are restricted to eligible professionals or entities.

Professional corporations enjoy tax benefits such as full deduction of health, life, and disability insurance costs for employees, the ability to deduct up to 80% of domestic dividends received, and capital gains on stock sales taxed at lower rates compared to sole proprietorships or partnerships.

A Dual Class LLC admits both General Members (managers) and Limited Members (investors). It allows limited members to avoid self-employment tax by structuring returns as preferred profits, while general members receive income tied to management. It requires a custom Dual Class Operating Agreement.

An Investment Club LLC is a group of people pooling resources to make investments together. Members actively participate in decisions, share profits and losses, and use contributions to buy assets. The structure combines education, group decision-making, and limited liability protection.

Probably the Limited Liability Company (LLC), as it provides flexibility, limited liability, pass-through taxation, and can have up to 100 members. Ownership Units represent contributions and entitle members to profits and losses related to club investments.

A Professional Service LLC is formed by licensed professionals to provide services, such as doctors, lawyers, engineers, or architects. Its name typically includes “Professional Limited-Liability Company” or an abbreviation like PLLC.

This strategy uses a single-owner LLC funded by a 401(k) Plan, allowing direct purchases of real estate or assets. The owner-manager has “checkbook control” without requiring custodian approval for each transaction.

A Self-Directed IRA LLC allows IRA funds to purchase and hold assets directly. The IRA is the member, and the manager has “checkbook control,” enabling direct investment without custodian approval for each transaction.

A general partnership is a business formed by two or more people who share profits and losses. Partners act as agents for one another, creating unlimited personal liability. It has flow-through taxation, with profits and losses reported directly on partners' returns.

A Family Limited Partnership (FLP) is a limited partnership owned by family members for asset protection and estate planning. General partners manage the business, while limited partners typically include family members contributing capital or assets.

The FLP protects assets by making them unreachable by creditors of individual partners. Creditors may only obtain charging orders against distributions, but not seize FLP assets. The FLP also isolates liability by holding assets through subsidiaries.

An FLP can reduce estate taxes by gifting limited partnership interests, shifting income to lower-tax-bracket family members, and applying valuation discounts for lack of control and marketability. This provides significant estate planning flexibility.

A Limited Liability Partnership (LLP) is a partnership where partners are not personally liable for the obligations of the partnership. It provides pass-through taxation under Subchapter K and is generally preferred over general partnerships for liability protection.

A Limited Liability Limited Partnership (LLLP) has both general and limited partners, but even general partners benefit from limited liability. It combines limited liability with partnership-style tax treatment and is often used for estate planning and investment ventures.
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