10.1.4: Certain Terminology

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Abstract

Assuming election of the limited partnership form, the general partner is usually itself a partnership, sometimes general and sometimes limited, the general partners of which are the managers of the enterprise. The reason to interpose an additional entity is convenience.[1] Under the Revised Uniform Limited Partnership Act (R.U.L.P.A.), if a general partner of a limited partnership dies or retires, the partnership technically dissolves; the remaining general partners can continue the business (if the agreement so states) but the admission of a new general partner may require the specific consent of all the limited partners, a potentially difficult chore.[2] Accordingly, the individual general partners participate through an intermediate entity, which continues in being even if one of its members dies or retires and to whom new members may be appointed without consulting the limited partners. Because the terminology overlaps-the general partner of a general partnership, which...