Business law
Business organizations
Common law business forms:
Sole proprietorship
Partnership  · Corporation
General partnership
Business trust
Statutory business forms:
Limited partnership
Proprietary limited company
Public limited company
Limited liability partnership
Limited liability company
Civil law corporate forms:
AB  · AG  · GmbH  · K.K.
N.V.  · OY  · S.A.  · A/S
Doctrines
Corporate governance
Limited liability  · Ultra vires
Business judgment rule
De facto corporation and corporation by estoppel
Piercing the corporate veil
Related areas of law
Contract  · Civil procedure

A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). Image File history File links SmallLadyJustice. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... Business organizations or Business Associations is an area of law that covers the broad array of rules governing the formation and operation of different kinds of entities by which individuals can organize to do business. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... A Sole proprietorship is a business which legally has no separate existence from its owner. ... In the common law, a partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which they have all invested. ... A corporation is a legal entity (distinct from a natural person) that often has similar rights in law to those of a Civil law systems may refer to corporations as moral persons; they may also go by the name AS (anonymous society) or something similar, depending on language (see below). ... This article needs to be wikified. ... An income trust is an ownership vehicle for certain assets or businesses. ... Statutory law is written law (as opposed to oral or customary law) set down by a legislature or other governing authority such as the executive branch of government in response to a perceived need to clarify the functioning of government, improve civil order, answer a public need, to codify existing... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... The initials plc after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... Limited liability partnerships (LLP) are a form of business organization. ... The examples and perspective in this article do not represent a worldwide view. ... Civil law is a codified system of law that sets out a comprehensive system of rules that are applied and interpreted by judges. ... Aktiebolag is the Swedish term for a corporation, i. ... The German term Aktiengesellschaft (IPA /aktsiəngəzεlʃaft/) (abbreviated AG) means a corporation which is limited by shares, , owned by shareholders. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The kabushiki kaisha (Jp. ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations Board of Directors in managing the corporation unless (1) there is some allegation of conduct that violates the corporate Duty of Care or Duty... De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. ... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... All the textbooks define a contract as either a promise or an agreement that is enfored or recognised by the law. ... Civil procedure is the body of law that sets out the process that courts will follow when hearing cases of a civil nature (a civil action). These rules govern how a lawsuit or case may be commenced, what kind of service of process is required, the types of pleadings or... In the common law, a partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which they have all invested. ... This article needs to be wikified. ...

Discussion

The general partners

The GPs are, in all major respects, in the same legal position as partners in a conventional firm, i.e. they have management control, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership. As in a general partnership, the GPs have apparent authority as agents of the firm to bind all the other partners in contracts with third parties. The GPs pay the LPs the equivalent of a dividend on their investment. The nature and extent of this payment will usually be defined in the partnership agreement. Joint and several liability is a common law rule of liability, whereby a plaintiff may recover the entirety of the damages from any of negligent defendants independent of their individual share of the liability. ... Debt is that which is owed. ... Agency is an area of law dealing with a contractual or quasi-contractual relationship between at least two parties in which one, the principal, authorizes the other, the agent, to represent her or his legal interests and to perform legal acts that sometimes bind the principal. ... All the textbooks define a contract as either a promise or an agreement that is enfored or recognised by the law. ...

The limited partners

Like shareholders in a corporation, the LPs have limited liability, i.e. they are only liable on debts incurred by the firm to the extent of their registered investment, and they have no management authority. When the partnership is being constituted or the composition of the firm is changing, LPs are generally required to file documents with the relevant state registration office. LPs must also explicitly disclose their LP status when dealing with other parties, so that such parties are on notice that the individual negotiating with them carries limited liability. It is customary that the notepaper, other documentation, and electronic materials issued to the public by the firm will carry a clear statement identifying the legal nature of the firm and listing the partners separately as general and limited. Hence, unlike the GPs, the LPs do not have inherent agency authority to bind the firm unless they are subsequently held out as agents and so create an agency by estoppel or acts of ratification by the firm create ostensible authority. A shareholder or stockholder is an individual or company (including a corporation) that legally owns one or more shares of stock in a joint stock company. ... A corporation is a legal entity (distinct from a natural person) that often has similar rights in law to those of a Civil law systems may refer to corporations as moral persons; they may also go by the name AS (anonymous society) or something similar, depending on language (see below). ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... For the purposes of Public International Law and Private International Law, a state is a defined group of people, living within defined territorial boundaries and subject, more or less, to an autonomous legal system exercising jurisdiction through properly constituted courts. ... Estoppel is an equitable doctrine proposing that any person who asks the courts to enforce a legal remedy should have a clear conscience. ...

The limited liability enjoyed by LPs is contingent upon their refraining from taking any active role in the management of the firm. If LPs do assume a management role, they become GPs, and thus lose their limited liability protection and acquire the status of an agent.

The limited partnership in the U.S.

In the United States, the LP organization is most common in the film industry or in types of businesses that focus on a single or limited-term project. They are also useful in "labor-capital" partnerships, where one or more financial backers prefer to contribute money or resources while the other partner performs the actual work. In such situations, liability is the driving concern behind the choice of LP status. The LP is also attractive to firms wishing to provide shares to many individuals without the additional tax liability of a corporation. Private equity companies almost exclusively use a combination of general and limited partners for their investment funds. Well-known limited partnerships include Carnegie Steel Company, Bloomberg L.P. and CNN. Films are produced by recording actual people and objects with cameras, or by creating them using animation techniques and/or special effects. ... In politics, a capital (also called capital city or political capital — although the latter phrase has an alternative meaning based on an alternative meaning of capital) is the principal city or town associated with its government. ... Private equity is a broad term that refers to any type of equity investment in an asset in which the equity is not freely tradable on a public stock market. ... Andrew Carnegie constructed a profitable steel mill at Braddock, Pennsylvania in the mid-1870s. ... Bloomberg L.P. is a financial news service founded by Michael Bloomberg in 1981. ... The Cable News Network, usually referred to as CNN, is a cable television network founded in 1980 by Ted Turner and Reese Schonfeld [1] [2] (although the latter is not currently recognized in CNNs official history). ...

In most states, an LP can elect to become a limited liability partnership (or LLP). In this arrangement, every partner is liable only for the business debts of the company, and not for acts of malpractice or other wrongdoing done by the other partners in the course of the partnership's business. See the Revised Uniform Partnership Act (RUPA) which was finalised by the National Conference of Commissioners on Uniform State Laws in 1994. Limited liability partnerships (LLP) are a form of business organization. ... In law, malpractice is type of tort in which the misfeasance, malfeasance or nonfeasance of a professional under a duty to act fails to follow generally accepted professional standards. ...

The limited partnership in the UK

In the United Kingdom, the Limited Liability Partnership Act 2000 introduced LLPs into the legal system as a response to the fears of large professional partnerships as to their exposure to substantial claims for professional negligence. In substance, they are closer to companies registered under the Companies Act 1985 than partnerships, for example, in the preparation and audit of the annual accounts and the application of the Company Directors Disqualification Act 1986. There is considerable debate as to whether the Limited Partnerships Act 1907 should be updated so that it acquires the status of a legal entity. The problem is that, in Europe, some states allow limited partnerships to have a separate legal personality and others do not. If UK law was amended so that limited partnerships automatically acquired such a personality, this might prejudice its ability to trade and its exposure to taxation in some European states. Hence, the Law Commission in Report No. 283[1] proposes that separate personality be at the option of those creating a limited partnership. This article does not cite its references or sources. ... A legal entity is a legal construct through which the law allows a group of natural persons to act as if it were an individual for certain purposes. ... World map showing Europe Europe is conventionally considered one of the seven continents which, in this case, is more a cultural and political distinction than a physiogeographic one. ...