Which structure consists of one or more general partners with unlimited liability and one or more limited partners with liability limited to contributed capital?

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

Answer: (D)

In a limited partnership, there is a mix of liabilities and roles: one or more general partners run the business and have unlimited personal liability for its debts, while one or more limited partners contribute capital but are liable only up to the amount they contributed and typically do not participate in management. This separation of control and risk is what defines a limited partnership.

This differs from a general partnership, where all partners are personally liable and often participate in management; from a limited liability partnership, where all partners have limited liability; and from an unincorporated association, which isn’t a formal business entity with the same liability structure.