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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 111489
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I'm a minority partner in an LLC (5% ownership) and involved

Customer Question

I’m a minority partner in an LLC (5% ownership) and involved in the day to day activities in a manager role. I am wondering if I am considered general partner or limited partner in this case.
When I’m considered GP, what can be done to reduce my personal liability? I have seen another GP in the company start a separate LLC and make this LLC the GP in the company. Does that strategy help reduce personal liability?
Submitted: 11 months ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 11 months ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
If you are active in managing the company, you are a general partner. In an LLC, the limited and general members all share the same right to not be liable for actions of the LLC. So you do not have personal liability for the LLC as a general or limited partner under the Texas law that members of an LLC are not personally liable for the LLC unless they do something outside of the scope of their responsibility OR sign some contract to be liable (such as signing a personal guarantee on a lease that you would be liable if the LLC does not pay).

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