General partners can agree to undertake different tasks or duties and they may agree to receive unequal shares of the profits or losses. In most cases all are entitled to equal voting rights and are personally liable for the debts of the venture. A limited partnership has one or more general partners who have the managerial powers and unlimited liability. In exchange for giving up the right of control, limited partners are only liable to the extent of their investment. They will not be held personally liable for the debts of the venture.
All partnerships are contracts, expressly recognized by statute.
A certificate of limited partnership must be filed with the state containing all of the information that the state deems essential for the protection of the public and third parties. The most attractive aspect of a limited partnership is the limited liability. In addition, when a venture is complex, the owners may prefer the more structured, hierarchical framework of a limited partnership. Finally, a limited partnership can more readily meet the need for capital.