Limited Partnership vs. LLC

Discussion in 'Professional Trading' started by ChrisM, Nov 25, 2002.

  1. ChrisM


    I understand that lawyer would have a lot to say about this, but I am very interested in practical side - advantages and disadvantages coming from your experience.

  2. Aaron


    Are you starting a hedge fund, ChrisM?

    As I recall, now that most states allow single person LLC's there is little practical difference between LLCs and LPs. Both are pass-through entities for tax purposes. Both are limited liability for passive investors.
  3. ChrisM


    Aaron, thanks again for your help.
    What specific about us is, that most our customers are from Europe, and I prefer to deal with US regulations, which I am more familiar with, so we want to establish partnership in US.
    The only problem I can see is that we need to open bank account and I don`t think we can do this online. Otherwise at least one authorized menager has to travel to US i.e. for signature purposes.
    I am in process of checking whether legal representation might save a trip across the ocean.
    I understand that partnership papers has to be submitted both to County Clerk as well to IRS, am I right ?
  4. I do not know what stat do you want to establish a partnership.but best is to contact Secretary of State, division of corporations. You have to fill up THEIR forms If you want to be registered with them.
    If you just want to do a partnership account for trading, your US broker has a forms for that kind of account. You have to call IRS and tell them what kind of entity you want to establish and they will tell you if you have to register( tax treaty situation )
  5. You might also want to start this entity in Nevada. Personally, that's where both of my LLC's are registered. And while I do not do any work with hedge funds, I am sure that regulations there could prove advantageous. I do enjoy my perk of the semi-annual business trips to Vegas. I am sure that the state office can provide you with the needed registration forms.

    And banking there will be great. I'd personally recommend Wells Fargo. They have offices nationally that can assist you in establishing the desired accounts. I have had absolutely no trouble with this arrangement.

    I also established a Visa account for each company with Capital One for my corporate use to keep my ventures expenses detailed and separate. I charge hotel and travel expenses for my four semi-annual meetings (two for each company) accordingly.

    Air fare, hotel rooms and weather are always reasonable. And yes, the suffrage and inconvenience has been worth the trouble. :)
  6. Aaron


    You'll first have to get a Certificate of Limited Partnership from the state. (The Secretary of State, as Walther said.)

    Using that you can get a Federal Employer Identification Number from the IRS. Even though you won't have any US employees you still need this number -- it is your taxpayer id number.

    Then, if you have a physical presence in a county, you would file your Certificate of LP with the County Clerk.
  7. If you don't need anything more than 'boilerplate', or standard partnership agreements, etc, why not use a service like or it's many competitors.

    Almost all of them can get an llc filing done within a week.

    I have no relationship with them, other than that I have used their services (non trading related) and have been very happy wiht them.

  8. Why not? This is becoming a regular way to do business. As for my previous post connection, this might help you a bit:

  9. Why would someone starting such a venture prefer an LP to an LLC? If you are managing the fund, wouldn't you (the manager) have unlimited liability if you go the LP route?
  10. Aaron


    A solution for the unlimited liability of the General Partner (GP), is for the GP to be an LLC. Then the "fund" and the "management company" and the hedge fund manager are all distinct entities.

    This sounds convoluted but is common -- why not just have the fund be an LLC? I don't know.
    #10     Nov 26, 2002