Management decisions and limited partnership
There are two types of partnership businesses: general partnerships and limited partnerships. General partners have authority to enter into contracts with third parties and make other business decisions on behalf of the partnership business. A general partnership comprises of all general partners, whereas a limited partnership has one or more general partners and one or more limited partners.
Revised Uniform Limited Partnership Act
The Revised Uniform Limited Partnership Act establishes guidelines for partnership businesses. These guidelines stipulate the rights and liabilities of general partners and limited partners. Limited partnerships must comply with statutory requirements and file an LP certificate with the Secretary of State. Under the RULPA, limited partners, in general have no right to make decisions binding to the partnership, whereas general partners have discretionary authority to bind the partnership; this discretionary power of general partners can be limited by the partnership agreement.
Changing the Business Structure
All general partners have equal authority to manage the partnership business. Regarding decisions that require majority or unanimous agreement, general partners have one vote, unless otherwise stated in the partnership agreement. Decisions that affect the entire organization of the business as a whole are any decisions that change the partnership’s ordinary course of doing business. These decisions may require unanimous consent of the general partners and may consist of decisions amending the partnership agreement, changing the nature of the business, accepting new partners or changing the capital structure of the business. Limited partners have no authority to participate in decisions that change the scope of the business.
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What management and financial decision can I make as a limited partner?
If I am a limited partner in a hotel, can I make management and Financial decisions or not. If not, why?
Probably none whatsoever. It would depend on the terms of the partnership but I have plenty of experience in these matters and I do know that limited partners have nothing to say (only the general partners make any and all decisions)