Why Form a Limited Partnership (LP) In Delaware?
A Limited Partnership (LP) is a partnership in which the limited partners have limited liability. It must have at least one general partner, which is generally liable for all of the debts and obligations of the partnership (see below for the exception as an LLLP). We recommend that the general partner of the partnership be formed as a Delaware LLC, the persons who were to become the general partners become the members of the LLC. This step insulates the actual general partners from personal liability. The general partner may also be a limited partner, however, the limited partnership must have at least one limited partner who or which must be different from the general partner. Limited partners have the same limited liability as a stockholder in a corporation existing under the Delaware General Corporation Law or a member of a Delaware LLC, Sec. 17-303(a). Limited partners may not participate in the control of the partnership. If they violate this rule they may become liable as a gener
