A limited partnership is a partnership that has two different types of partners, general partners and limited partners. The general partner(s), who are often the managers, generally exercise control over the limited partnership and do not have limited liability for the debts of the partnership. The limited partners are often the investors in the partnership and have limited liability for the debts of the partnernship. This differs from the general partnership in which all partners are liable for the debts of the partnership.
The limited partnership, like other limited liability entities such as the corporation and limited liability company, is formed by a filing with a state administrative agency. This filing, often called a certificate of limited partnership, is a minimalistic filing that does not contain many of the operational details of the partnership. These details will be included in a partnership agreement, which is a contract among the partners that delineates the rights and responsibilities of the partners.