In a general partnership, all partners are jointly and severally liable for the acts of other partners that are performed on behalf of the partnership. In a limited partnership, the general partners have the same liabilities as above, while limited partners are usually liable only to the amount of their investment. In both cases tax benefits flow through to the partners, with the allocations not necessary based upon share of capital contribution. These three classes usually overlap. For example, a director or officer is usually a shareholder and someone can be all three.
Shareholders are liable only to the amount of their investment.
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