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    LP Vs GP

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    Emelie Marie Diez
    1. A general partnership can be formed orally or informally, while a limited partnership requires registration with the SEC. 2. In a general partnership, all partners have unlimited liability, while in a limited partnership the limited partners' liability is capped at their contributions. 3. Limited partners cannot participate in management and are akin to silent partners, while general partners have equal management rights.

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    LP Vs GP

    Uploaded by

    Emelie Marie Diez
    131 views2 pages
    1. A general partnership can be formed orally or informally, while a limited partnership requires registration with the SEC. 2. In a general partnership, all partners have unlimited liability, while in a limited partnership the limited partners' liability is capped at their contributions. 3. Limited partners cannot participate in management and are akin to silent partners, while general partners have equal management rights.

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    LP vs GP

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    1. A general partnership can be formed orally or informally, while a limited partnership requires registration with the SEC. 2. In a general partnership, all partners have unlimited liability, while in a limited partnership the limited partners' liability is capped at their contributions. 3. Limited partners cannot participate in management and are akin to silent partners, while general partners have equal management rights.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    131 views2 pages

    LP Vs GP

    Uploaded by

    Emelie Marie Diez
    1. A general partnership can be formed orally or informally, while a limited partnership requires registration with the SEC. 2. In a general partnership, all partners have unlimited liability, while in a limited partnership the limited partners' liability is capped at their contributions. 3. Limited partners cannot participate in management and are akin to silent partners, while general partners have equal management rights.

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    © All Rights Reserved
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    Differentiating a general partnership from a limited partnership

    General Partnership Limited Partnership


    How constituted May be constituted in any Formed only by
    form by contract or compliance with the
    conduct of the parties ; statutory requirements;

    Can be constituted orally Cannot be constituted


    orally
    Registration requirement No need of SEC Requires SEC registration
    registration
    Composition All general partners One or more general
    partners and one or more
    limited partners;

    1 limited partner is enough


    under the law
    Liability All are personally liable for The limited partner is liable
    partnership obligations only up to the extent of his
    even beyond their contribution; not beyond
    contributions

    Contribution Cash, property or services A limited partner can only


    or a combination of any of contribute money or
    the ones mentioned property but not services

    If a limited partner
    contributes both cash and
    services or property and
    services he becomes a
    general-limited partner;

    If he is a limited partner
    and he contributes only
    services he becomes a
    general partner
    Management of the All partners have an equal No participation in the
    company right in the management if management of the
    manner not agreed upon business (akin to that of a
    silent or dormant partner in
    a general partnership)
    Suit by or against the Must sue in the name of Must sue in the name of
    partnership the partnership; the partnership;

    General partner can be a Limited partner not a


    proper party to the proper party to the
    proceedings proceedings ; only a
    general partner can be a
    proper party to the
    proceedings

    Assignment of one’s Assignee acquires interest Limited partner’s interest is


    interest of the partners but needs freely assignable.
    the consent of the other
    partners to make him a If limited partner is
    partner empowered by the
    certificate to make the
    assignee the substituted
    limited partner, he
    becomes such; if not all
    partners must give their
    consent
    In both cases, there must
    be an amendment of the
    certificate
    Charging of interest and Interest of a partner may Interest of a limited partner
    redemption of partner’s be charged ; may be subject to
    interest attachment or execution;

    A partner’s interest may be A partner’s interest may be


    redeemed not only with the redeemed not only with the
    separate property of one of separate property of one
    more general partners but of more general partners
    also with partnership but not with partnership
    property property

    Retirement, death, civil Change in the relation of If partner is a general


    interdiction, insanity or partners is a cause for partner – it dissolves the
    insolvency of a partner dissolution whether judicial partnership ;
    or extrajudicial .
    If partner is a limited
    partner – partnership not
    dissolved ; except if there
    is no limited partner left
    Notice of dissolution Notice of dissolution is Notice of dissolution is not
    given; certificate with SEC necessary since what is
    is cancelled if registered required is merely the
    cancellation of the
    certificate.
    Winding up Same rules Same rules
    Priority in asset distribution 1. Those owing to the Priority in Distribution of
    after creditors other than Assets:
    partners 1. Those due to creditors,
    2. Those owing to including limited
    partners other than partners
    for capital and profits 2. Those due to limited
    3. Those owing to partners in respect of
    partners in respect of their share in
    capita profits/compensation
    4. Those owing to 3. Those due to limited
    partners in respect of partners for return of
    profits capital contributed
    4. Those due to general
    partner other than
    capital & profits
    5. Those due to general
    partner in respect to
    profits
    6. Those due to general
    partner for return of
    capital contributed

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