Sometimes it happens: general partners (GPs) of a limited partnership intentionally mismanage the business or commit fraud. If you are a limited partner (LP) in such a partnership, it is important that you recognize the signs that something is amiss.

No control

LPs do not participate in running or managing a partnership. In fact, if they do participate in management decisions, they lose their LP status. Although LPs nominally have the power to vote to remove GPs, the partnership structure usually makes removal virtually impossible — unless the GP in question has committed fraud.

GPs alone are subject to claims, debts in bankruptcy, and lawsuits against the partnership. Potential losses for LPs, by contrast, are limited to their capital contributions. However, because your capital is at stake, you need to make sure that the GP’s reputation and record are stellar before you sign any partnership agreement.

Signs of self-enrichment

If you are already a limited partner, keep an eye out for shady activities. Because GPs have almost complete control of the partnership, it is possible for them to enrich themselves at the business’ (and your) expense. For example, instead of simply drawing one fee for managing the limited partnership, a GP might fraudulently claim they provided additional services and arrange additional pay for those services.

Although such activities usually leave a paper trail, other types of fraud can be harder to detect. For example, a GP might control or own another company that provides goods or services to the partnership at inflated rates. The GP sets prices as head of the supplying company and approves payment of those prices (however unreasonable) as head of the limited partnership. Such self-dealing takes its toll on the partnership’s profitability.

Ask questions

If you suspect GP fraud, look into whether your GP provides any goods or services, either directly or indirectly, to the business. If so, how much is the partnership paying for those goods or services? Are they in line with market-rate prices and are the transactions at arm’s length?

Do not hesitate to contact us if something seems off. We can help you get to the bottom of the matter by reviewing the decisions of your GP and analyzing the partnership’s financial records.