| Business and Corporate Law
> Limited Partnership Limited Partnership
What is a limited partnership? In North Carolina, a limited
partnership is a partnership formed pursuant to the North Carolina
Revised Uniform Limited Partnership Act ("RULPA"), and
consists of one or more general partners, and one or more limited
partners. How do
you form a limited partnership?  Pursuant to RULPA, a certificate
of limited partnership must be filed with the North Carolina Secretary
of State. Additionally, the partnership must maintain certain information
relating to the partnership at an office in North Carolina. The
required information includes copies of the limited partnership
certificate and any amendments thereto, a list of all the partners,
the partners' last known addresses, federal, state and local tax
returns for the partnership for the last three years, copies of
all powers of attorney, and copies of any effective written partnership
agreements and any financial statements for the last three years.
Who is
in charge of managing the limited partnership? A limited partnership is managed
by one or more general partner(s) who possess all of the rights
and powers of a general partner in a general partnership. Limited
partners have no right to participate in the management of the limited
partnership. However, certain actions of the general partner may
require the written consent of the limited partners if specified
in the partnership agreement. What liability
do the limited partners have? Generally, pursuant to RULPA
section 59-303, a limited partner is not liable for the obligations
of a limited partnership beyond his contributions by reason of being
a limited partner. There are certain situations where a limited
partner will jeopardize his limited liability through his actions
or conduct or by using his name in partnership matters. A general
partner has the same liability as in a general partnership. How is a limited partnership taxed? Generally, with respect to federal
taxes, a limited partnership is taxed the same as a general partnership.
|
