What does a Limited Partnership consist of?

A Limited Partnership is formed and filed at the state level (like an LLC). It must contain four parts to be legally binding: 

  • The Partnership Agreement
  • The Limited Partner(s)
  • The General Partner
  • A Certificate of Formation (filed with the state)

The General Partner is typically a traditional LLC or shell company filed in the state where the Limited Partnership will be conducting business.

The Partnership Agreement must be drafted to isolate all of the operations to the General Partner while allocating all of the profits to the Limited Partner(s). You (the investor) are the Limited Partner.