A form of partnership made up of one or more general partners, who have unlimited liability, and one or more limited partners, whose liability is limited to the amount of capital they have contributed to the partnership.

• A. Limited liability partnership
• B. Partnership
• C. Unincorporated association
• D. Limited partnership

Answer: (D)

This question tests understanding of partnership structures and liability. In a limited partnership, there are two classes of partners: general partners who manage the business and have unlimited personal liability for the partnership’s debts, and limited partners who contribute capital but are liable only up to the amount they've invested. This combination fits the description exactly, because it pairs active management and unlimited liability with passive investors who have liability limited to their contributed capital.

Other forms don’t match as precisely. A general partnership involves all partners sharing in management and unlimited liability. A limited liability partnership offers liability protection in many professional contexts but doesn’t hinge on a split between general managing partners and limited, capital-contributing partners in the same way. An unincorporated association lacks a formal structure and defined liability exposure like this.