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). 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 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. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... Corporate redirects here. ... 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 all have invested. ... This article needs to be wikified. ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... For cooperative as used in biochemistry, see cooperative binding. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... A limited liability company (denoted by L.L.C. or LLC) is a legal form of business company in the United States (and also in United Arab Emirates) offering limited liability to its owners. ... The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... It has been suggested that this article or section be merged into Nevada. ... It has been suggested that this article or section be merged into Limited liability company. ... A limited company by shares (limited or Ltd. ... In British or Irish company law, a Limited Company is a person on its own right. ... 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. ... 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. ... Civil law or continental law is the predominant system of law in the world. ... 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. ... An ansvarlig selskap is a Norwegian personal responsibility company model, mainly used in small-to-medium businesses, which translates directly into Responsible Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Business corporation ) is a type of corporation ) defined under Japanese law. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... 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. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10 November 2001, pp. ... 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 there is some allegation of conduct that (1) violates (a) the directors duty of care, (b... 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... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... 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, as opposed to a criminal action). ... 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 all have invested. ... This article needs to be wikified. ...

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. 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. ... For other uses, see Debt (disambiguation). ... Agency is an area of commercial law dealing with a contractual or quasi-contractual tripartite set of relationships when an Agent is authorized to act on behalf of another <No it is not. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ...

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. The GPs pay the LPs the equivalent of a dividend on their investment, the nature and extent of which is usually defined in the partnership agreement. 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. ... Corporate redirects here. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... It has been suggested that ex-dividend date be merged into this article or section. ...

Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability. A limited liability partnership (LLP) has elements of partnerships and corporations. ...

Limited liability

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. 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.

History

The earliest limited partnerships were called societates publicanorum and arose in Rome in the third century B.C. During the heyday of the Roman Empire they were roughly equivalent to today's major corporations: many had hundreds of investors, and interests were publicly tradable. However, they required at least one (and often several) partners with unlimited liability. Nickname: Motto: SPQR: Senatus Populusque Romanus Location of the city of Rome (yellow) within the Province of Rome (red) and region of Lazio (grey) Coordinates: Region Lazio Province Province of Rome Founded 21 April 753 BC Government  - Mayor Walter Veltroni Area  - City 1,285 km²  (580 sq mi)  - Urban 5... Motto Senatus Populusque Romanus (SPQR) The Roman Empire. ... Corporate redirects here. ...

In medieval Italy, the concept was revived around the 10th century as the commenda, a business organization which was generally used for financing maritime trade. In a commenda, the traveling trader of the ship had unlimited liability, but his investment partners on land were shielded. A commenda was not a common form for a long-term business venture as most long-term businesses were still expected to be secured against the assets of their individual proprietors.^[1]

Colbert's Ordinance of 1673 and the Napoleonic Code of 1807 reinforced the limited partnership concept in European law. In the United States, limited partnerships became widely available in the early 1800s, although a number of legal restrictions at the time made them unpopular for business ventures. Britain enacted its first limited partnership statute in 1907.^[2] 1673 (MDCLXXIII) was a common year starting on Sunday of the Gregorian calendar (or a common year starting on Wednesday of the 10-day slower Julian calendar). ... First page of the 1804 original edition The Napoleonic Code, or Code Napoléon (originally called the Code civil des Français) was the French civil code, established at the behest of Napoléon I. It was drafted rapidly by a commission of four eminent jurists and entered into force... Year 1807 (MDCCCVII) was a common year starting on Thursday (link will display the full calendar). ... 1907 (MCMVII) was a common year starting on Tuesday (link will display the full calendar) of the Gregorian calendar (or a common year starting on Wednesday of the 13-day-slower Julian calendar). ...

Regional variations

United States

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. The film industry consists of the technological and commercial institutions of filmmaking: i. ... This article is about a city that serves as a center of government and politics. ... 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. ... Carnegie-Illinois Steel blast furnaces in Etna, Pennsylvania (1941) Andrew Carnegie constructed a profitable steel mill at Braddock, Pennsylvania in the mid-1870s. ... Bloomberg L.P. is a financial software service company founded by current New York City mayor Michael Bloomberg with the help of Thomas Secunda in 1981. ... The Cable News Network, commonly known as CNN, is a major cable television network founded in 1980 by Ted Turner. ...

In some states, an LP can elect to become a limited liability limited partnership (or LLLP). In this arrangement, the general partners are 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. The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... For other uses, see Malpractice (disambiguation). ...

United Kingdom

In the United Kingdom limited partnerships are governed by the Limited Partnership Act 1907. However, English law and Scottish law are distinct on partnerships.

In English law, limited partnerships are not legally separate entities: the partners are jointly and severally liable and any law suits filed are filed against the partners by name. There has been discussion over whether limited partnerships operating under English law should be made separate legal entities in the same way as limited liability partnerships are. The Law Commission report on partnership law LC283 suggests that creation of separate legal personality should be left as an option for the partners to decide upon when a partnership is formed. There are concerns that automatically making partnerships separate legal entities would restrict their ability to trade in some European countries and also expose them to different tax regimes than expected. The Law Commission is an independent body set up by Parliament in 1965 to keep the law of England and Wales under review and recommend necessary reforms. ...

Japan

Japanese law has historically provided for two business forms similar to limited partnerships: Japanese law was historically heavily influenced by Chinese law and developed independently during the Edo period through texts such as Kujikata Osadamegaki, but has been largely based on the civil law of Germany since the late 19th century. ...

• Goshi gaisha, a form of close corporation (mochibun kaisha) with unlimited liability for certain shareholders
• Tokumei kumiai (lit. "anonymous partnerships"), a form of partnership in which non-operating partners have limited liability so long as they remain anonymous

In 1999, the Diet of Japan passed legislation enabling the formation of "limited partnerships for investment" (投資事業有限責任組合, tōshi jigyō yūgen sekinin kumiai^?). These are very similar to Anglo-American limited partnerships, in that they adopt most provisions of general partnership law but provide for limited liability for certain partners. Profits of an investment LP pass through to all partners proportional to their investment share. For tax purposes, profits and losses will only pass through to the general partner(s) while the partnership has negative equity (i.e. liabilities exceeding assets); however, profits and losses while the partnership has positive equity are shared equally. Corporate redirects here. ... The National Diet of Japan ) is Japans legislature. ... This article needs to be wikified. ...

References

1. ^ Henry Hansmann, Reinier Kraakman, and Richard Squire, Law and the Rise of the Firm, 119 Harv. L. Rev. 1333 (2006).
2. ^ Naomi R. Lamoreaux and Jean-Laurent Rosenthal, Entity Shielding and the Development of Business Forms: A Comparative Perspective, 119 Harv. L. Rev. F. 238 (2006).