Limited Partnership

2. Nature, Formation, Operation, and Termination of Limited Partnership

A. Nature of a limited partnership

1. Generally no parpetual life
General, a limited partnership does not have a perpetual life, uuneless the partnership agreement provides otherwise.

2. Similar to corporation
A limited partnership cab be formed only pursuant to a state statute an only by filing a certificate with the state.

3. General Partners
A general partner is personally liable for all partnership debts.

4. Limited Partners
a. A limited partner's liability is limited to his investment and unpaid capital contributions.
b. Limited partners' names cannot be idenified with the business.
c. Limited partners must not participate in management.
d. A new partner can be added only upon the consent of all partners.
e. A limited partner does not owe a fiduciary duty to the limited partnership or to the general partners.