Skip to content
GetProfitable
Search
Dictionary

Limited partnership

The standard legal form for private funds: a general partner runs the fund with unlimited liability, while limited partners contribute capital and are liable only for what they commit.

The general partner, usually a management entity owned by the fund's principals, makes all investment decisions and receives the management fee and carried-interest. Limited partners have no management role, which is what preserves their limited liability.

Partnerships are generally treated as pass-through entities for tax, so income and gains flow to partners rather than being taxed at the fund level. In the US this produces a schedule-k-1 rather than the simpler forms used for funds.

The partnership agreement is the governing document and it is negotiated, not standard. Key clauses cover fee calculation, the distribution waterfall, key-person provisions, removal rights, and what happens if commitments are not funded. See capital-call.

Related: carried-interest, capital-call, schedule-k-1, private-equity, hedge-fund, master-feeder-structure

See it drawn

Original diagrams for the ideas on this page. Illustrative, not real market data.

Payoff of a long call at expiryA flat loss equal to the premium below the strike, turning upward at 45 degrees above it.Profit / loss per share08595115125Strike 105Max loss 3 — the premium paidBreakeven 108Profit keeps growingUnderlying price at expiry
Buying a call: payoff at expiry. A 105-strike call bought for 3 loses that whole 3 if the price finishes at or below 105, breaks even at 108, then gains a dollar for every dollar higher. The loss is capped at the premium; the upside is not capped.

Educational only, not advice. Spotted an error? Post in Site Feedback.