10.3.2: Note on the GP Vehicle as an LLC vs. LPA and on the Separation of the GP and the Mang. Co.

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Abstract

Typically, the general partnership entity is organized as a limited liability company so that capital gains originating in the investor partnership are passed through to the members of the general partner as capital gains, the LLC developing no entity level tax. An alternative is to form the general partner as a limited partnership, the ownership of which is then devolved to an LLC in which the managers and principals are in turn members. This is a two tier structure, the manager/members own both the LLC which is the general partner of the limited partnership and the limited partnership interests in the general partner which, under those circumstances, is abbreviated as the GPLP. ...