Commercial Law Seminar General & Limited Partnerships The 1976 Revised Uniform Limited Partnership Act (RULPA) states that two or more persons may form a limited partnership by executing and filing a certificate of limited partnership. Furthermore there must be at least one general and at least one limited partner in order for the Limited partnership to exists. The 1976 Revised Uniform Limited Partnership Act (RULPA) states that two or more persons may form a limited partnership by executing and filing a certificate of limited partnership. Furthermore there must be at least one general and at least one limited partner in order for the Limited partnership to exists. A Limited partner can be held liable for the entity's debts if he / she participated in the control of the business and if the third party made business transaction with the partnership believing that the limited partner was a general partner. However, a limited partner cannot be held liable for the partnership debts if he / she participates in the management of the limited partnership.

Additionally, General partners liability is complete, automatic and inescapable. Under RULPA, limited liability limited partnership (LLLP) status is available to provide a full liability shield to all general partners (See: National Conference of Commissioners on Uniform State Laws- web). According to quick mba. com there are three major differences between Limited and General partnerships: I. Limited partnerships are created by statues of the state in which it is organized II.

Limited partnerships have the ability to override the partnership. III. Limited partnerships must meet certain criteria to avoid being taxed as a corporation.