Understanding Partnership Types: General, Limited, LLP, LLLP, and Joint Ventures

Business partnerships vary in liability, management, and tax structure.

General Partnership (GP)

• All partners: unlimited joint & several liability.
• All manage; equal rights unless agreement states otherwise.
• Pass‑through taxation (Form 1065 + K‑1s).

Limited Partnership (LP)

• General Partners (GPs): Manage, unlimited liability.
• Limited Partners (LPs): Invest only; liability ≤ capital contribution; no management role (else lose protection).
• Pass‑through tax.

Limited Liability Partnership (LLP)

• All partners: limited liability (shielded from other partners’ malpractice/negligence).
• Common for professionals (lawyers, accountants, architects).
• State‑specific statutes.

Limited Liability Limited Partnership (LLLP)

• LP where GPs also have limited liability (via state election).
• Flexible tax: partnership or corporate election.

Joint Venture (JV)

• Single project/limited duration.
• Contractual; can be structured as GP, LP, LLC, or corp.
• Shared control, profits, risks.

Choose based on liability tolerance, management needs, tax goals, and state law.