General Partnership

Separate Legal Entity? Yes

Pays Federal Income Taxes? No
File w/state? No
Perpetual/continuous existence?
How many members? 2 or more
Admit a new partner **Must all agree

Amending the partnership agreement **Must all agree

Assignment of partnership property **Must all agree

Making partnership a surety or guarantor **Must all agree

Admitting to a claim against partnership in court **Must all agree

Submitting partnership claim to arbitrator **Must all agree

Any action outside scope of partnership biz **Must all agree

Not liable for acts of partners

outside of express, implied or
apparent authority. Is liabile
for partner's torts committed
in course/scope of biz & for
Partnership's liability partner's breach of trust

Unlimited Jointly, Severally &

Partner's liability for debts and liabilities Personal liable
Member's liability
Shareholder's liability
Yes & without other partner's
Assign partner's partnership interest consent
Transferability of interest
Be a secured/unsecured creditor of partnership Yes
*Shared equally unless
agreement specifies
Profits/Losses otherwise
Participate in mgmt Yes, equally
Fiduciary duty Owes it to every other partner
New partner's liability for existing debts only to the extent of their capital contributions
*If agreement is silent on loss sharing, losses are shared
**Unless otherwise stated in the partnershp agreement
 Limited Partnership
General Partner Limited Partner
Limited Liability Company (LLC)

Taxed as either a partnership or S Corp

Yes Must file articles of organization

At least 1 At least 1
**Must all agree

liability up to
their capital
contribution or
unlimited investment
No personal liability beyond their investment

Yes

Yes Yes

**Shared based on % of capital

contribution Losses limited to cap contribution

er partner
their capital contributions
nt on loss sharing, losses are shared per the profit-sharing proportions.
tated in the partnershp agreement
 Limited Liability Partnership (LLP)
Sole Proprietor
C corp S corp
No Yes
taxed as a partnership Yes
organization Yes
Yes

beyond their investment

his/her investment

freely bought, sold or assigned unless otherwise agreed

herwise agreed