General partner vs limited partner: Overview and differences

Key takeaways

• In a limited partnership, the general partner oversees how the business is run, while the limited partner is essentially uninvolved in day-to-day operations.

• General partnerships must include at least two people, and all partners must agree to personal responsibility for any liabilities incurred by the partnership.

• General and limited partnerships are pass-through entities, meaning owners need not file separate business taxes.

Those interested in investments in private equity and private debt would do well to understand the terms “general partner” and “limited partner” — two formal but common partnerships in those types of offerings — and their differences and similarities. To help, here is an overview of those investment titles, as well as ways to invest in private equity.

What is a limited partner (LP)?

This is a business owned by at least two parties, including at least one general partner (GP) who runs the company and is liable for any debts. LPs are only liable for the amount of their investment, meaning they are not responsible for business debts beyond their initial contribution.

To shield investors from the consequences of a failed venture, limited partnerships are often established by real estate investment funds and hedge funds.

What are the criteria for a limited partner?

In the U.S., the establishment of limited partnerships is governed by states — with the exception of Louisiana — under the 1916 Uniform Limited Partnership Act. Setting up an LP requires partners to register the entity, usually through the Secretary of State.

Limited partnerships must also craft an internal agreement that outlines how the company will be operated and specifies each partner’s responsibilities, rights, and expectations. The agreement should note how profits and losses will be shared and the manner of profit distribution to partners. The agreement must also specify the process to be employed should a partner wish to sell their stake in the partnership.

What is a general partner (GP)?

With this structure, all partners share profits, personal liability for business debts, and managerial responsibilities.

To function legally, general partnerships need not register their business with a state. They also offer structural flexibility, allowing them to more closely control operations. While it is not required, each partnership should have a formal agreement.

A joint venture is an example of a type of GP that is set up to finish a certain project and will be dismantled once the project is done.

What are the criteria for a general partner?

General partnerships must include at least two people, and all partners must agree to personal responsibility for any liabilities incurred by the partnership.

How are these partnerships similar?

The primary similarity is that when it comes to taxes, general and limited partnerships are pass-through entities, meaning owners need not file separate business taxes. Rather, partners report business income on their personal returns.

How are these partnerships different?

With general partnerships, the division of labor and assets is more equally distributed. Duties and responsibilities can be divided up in whatever manner, but there will be high involvement among all partners in the running of the business.

In a limited partnership, though, it is a general partner who oversees how the business is run, with a limited partner essentially uninvolved in the day-to-day operations. Limited partners also lack the GP’s decision-making power.

Regarding liability, unless stated otherwise in the agreement, GPs will share equally in the company’s liabilities, losses, and profits. With limited partnerships, the GP is still wholly liable, but LPs are liable only up to the amount of their investment.

In terms of setup, a general partnership, as an unincorporated business, need not be registered with the state in which it operates, although a partnership agreement is still recommended.

There are a few more steps involved for limited partnership establishment, relative to general partnerships. Setting up an LP is still easier than it is for a corporation or LLC.

What are the pros of a limited partnership?

The main benefit for limited partners is, beyond the amount of their investment, protection from personal liability.

Other advantages include:

• Personal liability immunity for LPs
• Pass-through entity for taxation
• Relatively easy setup and reporting
• Less formal structure

What are the cons of a limited partnership?

There are drawbacks to LPs, including:

• No role in management decisions
• Ownership may be more challenging to transfer than other entities
• Minimal flexibility for changing management positions

What are the pros of a general partnership?

The advantages of GPs include:

• Less expensive to establish than a corporation
• Less paperwork required
• As a pass-through entity, no separate business taxes are required
• No annual report or external financial reporting is required
• GPs are easy to dissolve

What are the cons of a general partnership?

To raise capital for their investments, general partners are willing to take more risks than LPs. As a result, GPs have unlimited personal liability.

Additional drawbacks include:

• Because partners share liability, they must address any legal and financial consequences of each other’s, and employees’, actions
• Unless adequately prepared for in the partnership agreement, disputes may be challenging to address and catastrophic for the business
• Over time, there may be greater risks and heightened personal liability associated with the company

How are limited and general partnerships taxed?

Because they are not active members of the company, limited partners are not required to pay self-employment taxes. The IRS treats them as pass-through entities, requiring the partnership to file Form 1065 as an information return. Schedule K-1 must be filed by each partner so that they can report their share of business income and losses on their tax return.

General partnerships are treated similarly regarding taxes; as a pass-through entity, the partnership does not pay taxes. Each partner does report their share of profits or losses on their personal tax returns.

How are limited partnerships different from limited liability companies?

Limited partnerships are different from limited liability partnerships in that the latter are legal and tax entities. That status permits partners to take advantage of economies of scale by working together while mitigating their liability for other partners’ actions.

How does limited partnership fit into private equity fund structure?

Similar to how private equity (PE) is structured, the LP business structure is frequently employed as a vehicle for investors who pool their capital to invest in real estate or other assets.

How to invest in private equity

No investment is without risk, and as such, private equity’s limited liquidity causes it to have a higher risk profile. With higher risk comes the possibility of greater returns. With PE, investors can generally wield more influence in the decision-making processes of the companies in which they invest. Those potential benefits, along with overcrowded public markets, have heightened demand for PE.

The leading alternative investment platform Willow Wealth offers curated and highly vetted PE opportunities with early liquidity possibilities and accessible minimums. Such offerings permit investors to take positions in private companies, without the volatility of public markets.

As an alternative asset class that functions independent of the stock market, PE can also be used to diversify investor holdings. Creating a portfolio of varying investment types can mitigate overall risk exposure and possibly improve returns. Portfolio diversification is a crucial component of long-term investing success, and alternative investments can be a good way to help accomplish this.

Alternative investments and diversification

Traditional portfolio asset allocation envisages a 60% public stock and 40% fixed income allocation. A more balanced 60/20/20 or 50/30/20 split, incorporating alternative assets, may make a portfolio less sensitive to public market short-term swings.

Real estate, private equity, venture capital, digital assets, precious metals, and collectibles are among the asset classes deemed “alternative investments.” Broadly speaking, such investments tend to be less connected to public equity, and thus offer potential for diversification. Like traditional investments, it is important to remember that alternatives also entail a degree of risk.

In some cases, this risk can be greater than that of traditional investments.

This is why these asset classes were traditionally accessible only to an exclusive base of wealthy individuals and institutional investors buying in at very high minimums — often between $500K and $1M. These people were considered to be more capable of weathering losses of that magnitude, should the investments underperform.

However, platforms like Willow Wealth provide curated access to private markets for individual investors.   

Investors can get started with minimum investments as low as $5,000 for their first investment (subject to certain exceptions). Willow Wealth offers a curated selection of opportunities across multiple asset classes, ranging from individual investments to diversified funds and automated portfolio solutions. While these investments carry risk, they open the door to opportunities across real estate, private credit, private equity, and more.  

Join more than 500,000 members and start investing in private markets today at willowwealth.com. 

In summary

The optimal partnership for one’s business depends on the business’s needs, which structure works best, the extent of involvement each partner wants, the cost of partnership formation, and comfort levels regarding liability. Whichever kind of partnership is chosen, get an agreement in writing to avoid future confusion about dividing profits or handling liability concerns.

Remember, too, opportunities in private equity, which can potentially offer high rewards while diversifying one’s portfolio.