A limited partnership is a form of a partnership where there are general partners and limited partners. There must be at least one general partner who has management control, shares profits/ losses of the partnership, has joint and several liability for the partnership’s debts, and has the right to use partnership property. The limited partners have little participation or control over the partnership’s operation, but share a portion of the partnership’s income/ losses, so they are similar to shareholders in a corporation. Limited partners are only liable for the partnership’s debts equal to their investment in the partnership.
The first step in forming a limited partnership is filing the Certificate of Limited Partnership with the California Secretary of State. The Certificate must include: (1) the limited partnership’s name, (2) its place of formation, (3) its principal office and mailing address (if different), (4) the names and addresses of each general partner, (5) and the name and address of the limited partnership’s registered agent for service of process.
(Note – limited partnerships are different from limited liability partnerships).
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