1300 W. Washington Street
Phoenix, AZ 85007-2996
Toll free in AZ
What Every Investor Should Know
A limited partnership agreement is a contract that creates a partnership between the general partner and those who finance the business, the limited partners. A limited partnership can consist of as few as two people or parties — a general partner, who may or may not invest in the partnership, but who manages or controls it, and one or more limited partners, who provide the capital to fund partnership.
Limited partners are passive investors — their participation is limited to the profits or losses of the venture. Limited partners give control of their invested funds to the partnership, with decisions made on behalf of the partnership by the general partner. Thus, limited partnerships interests are securities.
Not only are the limited partnership interests securities, but sometimes the business of the limited partnership is investing in securities. For example, hedge funds are sometimes limited partnerships. The partnership raises money by selling limited partnership interests and then uses the money raised to invest in securities. In Arizona, the general partner of a limited partnership that invests in securities may be an investment adviser and may need to licensed under the Investment Management Act.
Read more about Limited Partnership Interests before you invest.
The information provided on this website is not comprehensive, is not offered as legal or investment advice, and is not a substitute for competent legal or financial counsel. The Securities Division provides this information to give you an overview of the topics discussed. You should not rely on the accuracy of this information, but should carefully review all applicable statutes and regulations with the assistance of legal counsel.
Check here to sign up for Consumer Alerts from the Corporation Division. To receive alerts for your business register at eCorp.azcc.gov.Please call 602-542-3026 with questions for the Corporations Division.
Check here to sign up for Notices and Agendas for Commission Meetings, Hearings and Appearances.Please call 602-542-3931 with any questions.
Check here to receive the latest Commission News Releases and information. Please call 602-542-0728 with any questions.