To insure the limited liability for limited partners, must have at least one general partner who is personally liable. General partners manage and control the business activities. Dissolved by the death or withdrawal of a general partner unless specific agreement or unanimous consent of remaining members to continue. The death or withdrawal of a limited partner does not dissolve the limited partnership. Limited Partnership can provide for transfer of limited partnership interests.
Partners can sell their interests with the consent of all other partners.
Taxed like general partnerships. Separate legal entity, created pursuant to state statute. Formal filings required pursuant to state law. Ownership interests evidenced by stock certificates. Policy making decisions made by Board of Directors who must be elected by stockholders.