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N Cal Attorney
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In a Limited Partnership can the General Partner(individual)

Resolved Question:

In a Limited Partnership can the General Partner(individual) be a limited partner (individual) as well? Example sign my name as general partner and sign my name again as limited partner.
Submitted: 7 years ago.
Category: Business Law
Expert:  N Cal Attorney replied 7 years ago.
What state is the LP organized in?
Customer: replied 7 years ago.
New York
Expert:  N Cal Attorney replied 7 years ago.
My answer is yes.

http://law.justia.com/newyork/codes/partnership/ptr0121-404_121-404.html has the statute:

§ 121-404. Contributions by a general partner. A general partner of a
limited partnership shall make contributions to the limited partnership
and share in the profits and losses of, and in distributions from, the
limited partnership as a general partner. A person who is a general
partner also may make contributions and share in profits, losses, and
distributions as a limited partner. A person who is both a general
partner and a limited partner has the rights and powers, and is subject
to the restrictions and liabilities, of a general partner and, except as
provided in the partnership agreement, also has the rights and powers,
and is subject to the restrictions, of a limited partner to the extent
of his participation in the partnership as a limited partner.

I hoe this information is helpful.
Customer: replied 7 years ago.
So if I understand this. I have the mbr and we will call it Smith Family,L.P. and XXXXX XXXXX is General partner and owns 1% of the company and XXXXX XXXXX is also a Limited partner and owns 99% of the company when the partnership return is filed (1065) the people listed will be XXXXX XXXXX as gen parnter and XXXXX XXXXX as limited partner?
Expert:  N Cal Attorney replied 7 years ago.
No.

http://law.justia.com/newyork/codes/partnership/ptr0121-101_121-101.html states

§ 121-101. Definitions. As used in this article, unless the context
otherwise requires:
///
(h) "Limited partnership" and "domestic limited partnership" mean,
unless the context otherwise requires, a partnership (i) formed by two
or more persons
pursuant to this article or which complies with
subdivision (a) of section(NNN) NNN-NNNNof this article and (ii) having one
or more general partners and one or more limited partners.


One person cannot form a partnership.
Customer: replied 7 years ago.
So in my example XXXXX XXXXX GP & XXXXX XXXXX LP are 1 person?
Expert:  N Cal Attorney replied 7 years ago.
I assumed they were the same XXXXX XXXXX.

Forming a partnership requires more than one person.
Customer: replied 7 years ago.
Yes same person and I don't mean to keep asking the same question but I am not a lawyer, I am an accountant and trying to understand how a law firm could set up a LP with 1 person sign as GP and same person sign as LP.
Expert:  N Cal Attorney replied 7 years ago.
It means there has to be at least one other partner.

As defined by NY law
"Limited partnership" and "domestic limited partnership" mean,
unless the context otherwise requires, a partnership (i) formed by two
or more persons
pursuant to this article or which complies with
subdivision (a) of section(NNN) NNN-NNNNof this article and (ii) having one
or more general partners and one or more limited partners.
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