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Q.What is a limited partnership?
A.A Limited Partnership is a general partnership with: 1) one or more "limited" partners who do not participate in the management and control of the business (like an investor); and 2) one or more "general" partners who actively control or manage the business. The general partners of a limited partnership will be personally liable for the partnership's debts and obligations. The limited partners of a general partnership, however, will have limited liability protection from the business debts and obligations of the partnership.
Unlike a general partnerships which can be formed orally and require no filings with the state, a Certificate of Limited Partnership generally must be filed with the state, together with a state filing fee. In addition, the assignment, death, bankruptcy or withdrawal of a limited partner generally will not cause the partnership to dissolve. In most other ways, limited partnerships are similar to general partnerships.
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