有限合夥公司Limited Partnership (LP)

定義Definition:
有限合夥公司是一個獨立法人，由一個一般 合夥人和一個或更多投資但不參與業務或管理的有限合夥人所組成。有限合夥人只對所投資金額負責。一般 合夥人則需擔負所有公司責任，包括資產與負債，及公司營運。
A separate legal entity, this type of business includes a general partner and one or more limited partners who invest capital into the partnership, but do not take part in the daily operation or management of the business. The limited partners limit their amount of liability to the amount of capital invested in the partnership..


優點Advantages:
有限合夥人對所投資金額負責，不需負其他責任。每個合夥人所得之公司利潤可直接申報個人稅。每個合夥人可得之公司利潤無上限。一般 合夥人可由個人或公司擔任。
LPs provide a legal structure to the establishment of the business. From a capital investment standpoint, limited partners are shielded from the liability in that their liability is dependent upon the amount of capital invested. In addition, dividends distributed to all partners are reported on the partners' personal income tax return. There are no restrictions as to the amount of dividends that the general partners may receive from the business. General partners of a LP may be in the form of another person or company.

因是一個獨立法人，有限合夥公司可擁有財產、告人、或被告。
As a separate legal entity, LP's may own property, sue, and be sued in LP's name.


缺點Disadvantages:
有限合夥公司需有至少一位一般 合夥人，而此人需負所有責任。
In a LP there must be at least one general partner and it is the general partner(s) that incur unlimited liability.

有限合夥公司協議需註明到期日期。
As in any partnership, a LP must draft a partnership agreement, which governs how the business is operated. In a LP the partnership agreement must state a date of termination.

因是一個獨立法人，有限合夥公司比一般 合夥公司需更多法律文件。
Since a LP is a legal entity, the formation of a LP requires more legal documentation than in a general partnership.