In an LP, which statement is true?

• A. Limited partners are personally liable for LP obligations.
• B. General partners are liable for all LP obligations; limited partners cannot manage without forfeiting limited liability; formation requires certificate; publication requirements; proof filing.
• C. LPs have no publication requirements.
• D. LPs must be formed with a single general partner.

Answer: (B)

In a limited partnership, liability and control are split: the general partners run the business and bear unlimited personal liability for the LP’s obligations, while limited partners contribute capital and enjoy limited liability, provided they avoid participating in management. If a limited partner steps into management, they can jeopardize that protection and risk being treated as a general partner for liability purposes.

Forming an LP in New York involves specific steps: you must file a certificate of limited partnership with the Department of State, and you must satisfy publication requirements—notice of the LP’s formation must be published in two newspapers (one daily and one weekly) in the county where the LP’s principal office is located. After publication, you typically file proof of publication with the Department of State to complete the formalities.

The other statements don’t fit these realities. Limited partners are not personally liable for LP obligations. There are publication requirements for NY LPs, so saying there are none is incorrect. And an LP isn’t required to have exactly one general partner; it can have multiple general partners.