There are four types of partnership in Pennsylvania:
• General Partnerships
• Limited partnerships
• Electing Partnerships
• Registered Limited Liability Partnerships.
I will discuss only some of these here.
The two basic types of partnerships are general partnerships and limited partnerships.
A general partnership has only general partners, all of whom are liable for all of the partnership’s acts and contracts, have the right to contribution against fellow partners if called upon to discharge obligations of the partnership to third parties and have paid more than their allocate share, as well as for damage or liability incurred by a wrongful act of another partner or partners. Each partner also has a right receive information about its affairs, including access to the books and records of the partnership and of its dealings both with third parties and among the partners. Each general partner owes a duty of trust and fair dealing to every other partner. General partnerships are commonly used in conjunction with other business forms of business that have limited liability, such as a Limited Partnership, a Corporation, an Electing Partnership that has elected to provide limited liability to one or more of its partners, or a Limited Liability Company.
A Limited Partnership is comprised of one or more general partners (usually a limited liability company or corporation) and one or more Limited Partners. The limited partners each own an interest in the partnership. This partnership interest is a security and is subject to federal and state securities laws. Limited partners do not participate in management. A General Partnership may elect to treat one or more of its partners as having limited liability, in which case the partnership is called a an Electing Partnership. An electing partnership providing limited liability to some or all of its members protects these general partners from negligent acts of the other general partners but not from their own negligent acts, nor does it protect the partner from the contractual obligations of the partnership. What a general partner owns is a partnership interest which is separate from the right to vote and manage the partnership, and such an ownership interest in a general partnership is personal property, not a security, and is not subject to federal and state securities laws. This ownership interest can be reached by creditors, but they cannot reach or take over the partner’s right to vote, manage the partnership’s business, or receive information about its affairs. Licensed professionals may form a partnership and restrict membership to licensed professionals.