- Legal vs tax
- State-law LP. Federal tax is typically partnership unless a corporate election is made.
- Liability
- General partner is typically fully liable. Limited partners are generally shielded if they stay limited.
- Default federal tax
- partnership
- Other federal options
- c corporation
- Formation / maintenance
- State certificate of limited partnership plus a partnership agreement.
- Public-record notes
- Formation filings name the LP and usually the general partner. Limited-partner lists vary by state.
- Succession
- Common in estate and family-office graphs when counsel designs transfer restrictions.
- Investor fit
- Used for funds and family holdings. Not a default small-operating-company form.
Disqualifiers
- Solo operator wanting simplicity
- No willing general partner
Professional review: attorney, cpa.
Related: lllpmulti-member-llcholding-company