Limited Partnership Vs. General Partnership In A Nutshell

A limited partnership is characterized by one or more partners that are not involved in the day-to-day operations of the business. A general partnership is the more common type of partnership of the two. It refers to a scenario where all partners contribute to the day-to-day management of the business.

Understanding limited partnerships

Limited partnerships (LPs) are a type of business partnership with at least two partners.

Note that limited partnerships must have at least one general partner and one limited partner.

Limited partners are not involved in daily operations and each has limited liability according to their personal investment in the business itself.

They do not influence decision-making but increase their liability if they wish to exercise more control.

Some jurisdictions in the United States may oversee the formation of a limited partnership with individuals required to register the partnership with the relevant state authorities.

Understanding general partnerships

In a general partnership, two or more partners agree to share business assets, liabilities, and profits.

This means that in the event the business experiences financial issues, the personal assets of every partner may be called upon to satisfy a debt or some other obligation.

Since every partner in a general partnership contributes to running the business, they also have equal input when decisions are made.

General partnerships are defined by three core characteristics:

  1. As mentioned prior, the partnership must contain at least two partners. 
  2. All partners must agree to absorb any liability that occurs during the partnership, and
  3. The terms of the partnership itself should be set out in a formal agreement.

Formal agreements are particularly important in general partnerships containing many partners.

The more partners there are involved in decision-making and management, the greater the potential for conflict.

In theory, an agreement should clarify who is responsible for what outcomes and detail how much control or influence each partner retains.

Key similarities between each type of partnership

Partner contributions

Both types of partnership require the individual partners to contribute to the business, whether that be capital, expertise, labor, or property.

Pass-through entities

Both are also considered pass-through entities.

This means the partners do not lodge business tax returns but instead report profits and losses as part of their personal income tax returns.

Key differences between each type of partnership


In a general partnership, there is a tendency for labor and assets to be divided equally among each partner.

Limited partnerships are characterized by one person exercising decision-making and operational control over the other partner(s).

Ease of registration and cost

General partnerships are unincorporated businesses and are thus not required to be registered.

They are the default partnership that results when one individual enters into business with one or more others.

While there are fewer barriers to entry than in a limited partnership, it is still recommended that the business employs a specialized attorney to draft a partnership agreement.

Conversely, limited partnerships in the United States require a certificate to be filed with the relevant state’s secretarial office. 

Key takeaways

  • A limited partnership is characterized by one or more partners that are not involved in the day-to-day operations of the business. In a general partnership, however, all partners contribute to these operations.
  • Limited partnerships must have at least one general partner and one limited partner, with each possessing liabilities according to the size of their personal investment in the business. In a general partnership, each partner bears profits, losses, liabilities, and decision-making power equally.
  • Both types of partnership are pass-through entities and require each partner to contribute their capital, labor, expertise, or property. However, the two approaches differ in their division of labor and assets. What’s more, general partnerships are easier and more cost-effective to establish.

Key Highlights:

  • Limited Partnership (LP) vs. General Partnership:
    • Limited partnerships involve partners not involved in daily operations, while general partnerships have all partners actively managing the business.
  • Structure of Limited Partnerships:
    • LPs require at least one general partner and one limited partner.
    • Limited partners have limited liability tied to their investment and can increase liability if they seek more control.
    • Registration may be required in some U.S. jurisdictions.
  • Structure of General Partnerships:
    • General partnerships involve two or more partners who share assets, liabilities, and profits.
    • All partners have equal decision-making power and share liabilities.
  • Key Characteristics of General Partnerships:
    • Minimum of two partners.
    • All partners are jointly liable for business obligations.
    • Formal partnership agreements are advisable, especially with many partners.
  • Similarities Between Both Types of Partnerships:
    • Partner contributions, including capital, expertise, labor, or property.
    • Both are considered pass-through entities for tax purposes.
  • Differences Between Both Types of Partnerships:
    • Management: General partnerships divide labor and assets equally among partners, while limited partnerships have one partner with decision-making control.
    • Ease of Registration and Cost: General partnerships are typically unincorporated and may not require formal registration, whereas limited partnerships often require state registration.
  • Key Takeaways:
    • Limited partnerships have passive limited partners and active general partners, while general partnerships involve all partners in daily operations.
    • Both types require partner contributions and are pass-through entities, but they differ in management and registration requirements.
    • Formal partnership agreements are recommended, especially in general partnerships with multiple partners.

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Connected Business Concepts

Limited Partnership vs. General Partnership

A limited partnership is characterized by one or more partners that are not involved in the day-to-day operations of the business. A general partnership is the more common type of partnership of the two. It refers to a scenario where all partners contribute to the day-to-day management of the business.

LLC vs. S-Corp

An LLC is a limited liability company. This type of company offers a corporation’s limited liability protection but with a partnership’s tax benefits. An S-corp is a “pass-through” entity, meaning the business’s income and losses are passed to the owners and taxed at their income tax rate.


A limited liability company (LLC) is a separate business entity with one or multiple owners that are otherwise known as members. Various legal filings and fees are required to create an LLC. A limited liability partnership (LLP), on the other hand, is a general partnership between two or more people that does not require legal filings.

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Price Ceiling

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Price Elasticity

Price elasticity measures the responsiveness of the quantity demanded or supplied of a good to a change in its price. It can be described as elastic, where consumers are responsive to price changes, or inelastic, where consumers are less responsive to price changes. Price elasticity, therefore, is a measure of how consumers react to the price of products and services.

Economies of Scale

In Economics, Economies of Scale is a theory for which, as companies grow, they gain cost advantages. More precisely, companies manage to benefit from these cost advantages as they grow, due to increased efficiency in production. Thus, as companies scale and increase production, a subsequent decrease in the costs associated with it will help the organization scale further.

Diseconomies of Scale

In Economics, a Diseconomy of Scale happens when a company has grown so large that its costs per unit will start to increase. Thus, losing the benefits of scale. That can happen due to several factors arising as a company scales. From coordination issues to management inefficiencies and lack of proper communication flows.

Network Effects

network effect is a phenomenon in which as more people or users join a platform, the more the value of the service offered by the platform improves for those joining afterward.

Negative Network Effects

In a negative network effect as the network grows in usage or scale, the value of the platform might shrink. In platform business models network effects help the platform become more valuable for the next user joining. In negative network effects (congestion or pollution) reduce the value of the platform for the next user joining. 

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