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A limited partnership is akin to a general partnership, but offers more protection. Instead of just general partners in a general partnership, in a limited partnership there are general and limited partners. General partners (as in a general partnership) are personally exposed. A creditor can go after each and every general partner and all of their personal assets. As well, general partners face personal liability for partnership debt. Limited partners are only liable to the point of their contribution of capital to the partnership. To deal with the risk of being a general partner, an LLC or corporation can be set up to serve as the general partner in a limited partnership, thus encapsulating unlimited liability in another limited liability entity.

But, as the chart below indicates, you will need to set up two entities to be completely protected in an LP arrangement. With an LLC, everyone is protected in one entity.

When you elect to form as an LP, you’ll file a certificate of limited partnership with the Secretary of State’s office, and a limited partnership agreement will serve as the operational road map for the entity.

A chart of the good entities helps to explain the differences and similarities: