General Partner and Limited Partnership (GP/LP) structures are a cornerstone of private wealth and investment structuring. Widely used across private equity, real estate, and family office environments, they provide a clear separation between control and economic ownership, enabling efficient management, governance, and asset protection.
What is a GP & LP structures?
A GP/LP structure consists of two key components:
- General Partner (GP):
The General Partner is responsible for managing the partnership, making investment decisions, and overseeing operations. The GP typically has unlimited liability but is often structured as a limited company to mitigate risk. - Limited Partners (LPs):
Limited Partners are passive investors who contribute capital to the partnership. Their liability is limited to the amount of their investment, and they do not participate in day-to-day management.
How it works
The GP establishes and manages the partnership, while LPs invest capital into it. Returns are distributed according to a partnership agreement, which defines profit allocation, governance rights, and exit mechanisms.
This structure allows for centralised control with distributed ownership, making it ideal for managing pooled investments or family wealth.
Typical Use Cases
- Family Investment Vehicles:
A standard structure for pooling capital and managing investments efficiently. - Private equity & real estate:
Annual or periodic financials prepared in accordance with IFRS, UK GAAP or other applicable frameworks, delivering clear insight into each entity’s performance and financial health. - Succession planning:
Gradually transfer economic interests to the next generation while retaining control at GP level.
- Co-investment platforms:
Facilitate participation from multiple investors alongside a lead sponsor or family office.
