Limited Partner (LP) meaning | Co-Investor | What does an LP do? (2024)

A Limited Partner (LP) in the context of private equity or venture capital, is an individual or an entity that contributes capital to a fund but does not participate in its management. These are often institutions like pension funds, insurance companies, foundations, or wealthy individuals.

In a typical fund structure, the General Partner (GP) or the fund manager is responsible for making investment decisions and managing portfolio companies, while the LPs provide the necessary capital. LPs take on a passive role and their liability is usually limited to their contribution in the fund, thus the term "limited" partner.

In return for their investment, LPs receive a share of the profits from the fund's investments, typically through a combination of management fees and carried interest. The specific terms of this arrangement are detailed in a partnership agreement. The LPs also often have certain rights, such as the right to receive regular updates on the fund's performance and the right to vote on certain major decisions.

Limited Partner (LP) meaning | Co-Investor | What does an LP do? (2024)

FAQs

Limited Partner (LP) meaning | Co-Investor | What does an LP do? ›

A Limited Partner (LP) in the context of private equity or venture capital, is an individual or an entity that contributes capital to a fund but does not participate in its management. These are often institutions like pension funds, insurance companies, foundations, or wealthy individuals.

What is the role of limited partner in LP? ›

Limited partnerships are generally used by hedge funds and investment partnerships, as they offer the ability to raise capital without giving up control. Limited partners invest in an LP and have little or no control over the management of the entity, but their liability is limited to their personal investment.

What does LP stand for in limited partnership? ›

Limited partnership (LP) is a type of partnership organization that limits the personal liability of some partners. In general partnerships, every partner remains personally liable for the debts and obligations of the partnership.

What makes a partner a limited partner? ›

A limited partner invests money in exchange for shares in a partnership but has restricted voting power on company business and no day-to-day involvement in the business. A limited partner's liability for the firm's debts cannot exceed the amount that they have invested in the company.

Why would you choose an LP over an LLC? ›

An LP might be better if any of the following apply: You want passive investors who cannot participate in management decisions. You already have an LLC that will serve as the general partner. You are not particularly concerned about the personal liability of the general partner.

What do limited partners do and not do? ›

A limited partner has no right to manage the business or to act as its agent, but he does have the right to vote on several important matters, such as admitting new partners. If a limited partner does manage the business, he may incur unlimited liability for partnership obligations.

What is an advantage of being a limited partner? ›

Because limited partners are not involved in the business's everyday operations, they cannot be held liable to pay debts greater than the amount of money they contribute. Limited partners can advantageously not lose more money than originally invested.

What Cannot be done by a limited partner? ›

In exchange for limited liability, limited partners cannot take part in the management of the business. They can contribute money and other assets but cannot offer management services. Please note that where a limited partner actively manages the affairs of the business, they will lose the benefit of limited liability.

How much can a limited partner lose? ›

Limited partners have limited liability for business debts.

In contrast to their general partners, limited partners are only liable for business debts to the extent of their financial investment. In other words, they only stand to lose the money they put into the business.

How does a limited partner get paid? ›

As beneficial owners of the fund, limited partners receive dividends when the fund produces returns, in proportion to how much they invested. Just how much of the fund's profits they share, and when they get it, is spelled out in their investment documents (more on this later).

Who is personally liable for the liabilities of the limited partnership? ›

In limited partnerships (LPs), at least one of the owners is considered a "general" partner who makes business decisions and is personally liable for business debts. But LPs also have at least one "limited" partner who invests money in the business but has minimal control over daily business decisions and operations.

Can all LLC members be limited partners? ›

IRS proposed regulations provide that LLC members are classified as limited partners only if they lack the authority to enter into contracts for the LLC and work less than 500 hours per year in the LLC business. IRS proposed regulations always classify members of service LLCs as general partners.

Who can't be a partner of a limited liability partnership? ›

Insolvent individuals. Individuals who have been disqualified by law from entering into a partnership. Any individual or body corporate can be a partner in an LLP. However, minors, persons of unsound mind and an undischarged insolvent cannot be partners in an LLP.

What are the duties of a limited liability partner? ›

While LLP partners work together, they separately manage their customers or clients and provide service according to their own training and standards. Many limited partners will share a vision or philosophy, but no one has any control or managerial responsibility for each other unless a managing partner is appointed.

What do limited partners do in private equity? ›

A Limited Partner (LP) in the context of private equity or venture capital, is an individual or an entity that contributes capital to a fund but does not participate in its management. These are often institutions like pension funds, insurance companies, foundations, or wealthy individuals.

What is a limited partner in a venture capital fund? ›

Limited partners (“LPs”) commit capital to a venture fund. LPs generally hold few obligations outside of funding their commitments. Depending on the fund, LPs might gain valuable exposure to startups in the fund's portfolio.

What is the role of a partner in an LLP? ›

ROLES, RESPONSIBILITIES AND BENEFITS OF A DESIGNATED PARTNER IN LLP. The designated partner is responsible to look after all the administrative functions of the firm. To notify any changes in the name, address of the partner to the Registrar of Company.

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