General Partner and Power of Attorney for Your US Limited Partnership (LP)

The Limited Partnership (LP) is a US partnership whose structure and workings closely match the limited partnerships known across Europe. Unlimited liability lies with the general partner, who also manages the company. The company also has one or more limited partners, whose liability is capped at their capital contribution.

As part of its service package for US LPs, Mount Bonnell Advisors proposes an LLC (Limited Liability Company) as general partner. This means your LP is ultimately structured like a limited partnership with a limited company as its general partner.

Before the LLC is formed as general partner, be clear about whether you want to appear as the manager yourself. That depends on whether anonymity matters to you or plays no role in your plans. Whether you want a traditional bank account also factors in. Opening an account used to require a person living in the USA, but today fintech providers like Mercury let founders without US residence open a US account online.

If you answered "yes" to either of the points above, Mount Bonnell Advisors can, as an add-on service, provide a US manager for your LLC.

1Role of the US general partner LLC and what it means

As with limited partnerships in Europe, the general partner runs the business. The US LP is no different: the US general partner (the LLC) manages the company.

This has three direct consequences:

• The managers of the general partner are also managers of the LP and can therefore act on the LP's behalf.

• As is usual in the USA, only one member of management appears in the public state register. For the LP, that is the general partner (the LLC). The names of the limited partners are not published.

• Where needed, the manager of the general partner LLC opens the LP's account. Today, fintech providers such as Mercury and payment providers let you open accounts without a US-resident person. Find out here whether this option suits you. If you still prefer a traditional account, US banks require at least one US-resident authorized signer on the company account.

With option two, an account at a major traditional US bank, having the general partner LLC's manager open the LP's account saves you an immediate trip to the USA to open it. You should still make that trip later.

If you would rather not appear as manager yourself, you can, as a limited partner, become the LP's authorized representative. You receive full signing authority through the required general power of attorney issued by the manager (Power of Attorney).

2Signing authority on the account

If you do not open the LP's account yourself as manager, the US manager of the general partner LLC provided by the firm can open it. At first, this manager is then genuinely the only authorized signer on the account of your company. We do hand you the manager's online banking details and the debit card. But formally, the manager remains the authorized signer.

In this case, we recommend that you come to the USA within the first six months after formation and visit the bank with us to have yourself added to the account as an authorized signer.

The manager remains an authorized signer on the company account even afterward. This is a bank requirement and cannot be changed.

If this arrangement feels "too uncertain" to you, you can always switch to an account with Mercury. There you can open the account directly as manager.

3Not involved in day-to-day business

The US manager of the general partner LLC is not involved in the day-to-day business of the LP and limits himself to purely administrative work.

The manager should therefore not be presented as manager in your marketing material (on your website, for example). He also signs no contracts. You are the company's authorized representative yourself or receive a general power of attorney, which lets you sign every contract for the company yourself.

4Limited partners can represent the company under a power of attorney

As mentioned several times, the LP's limited partners can receive full signing authority from the general partner and represent the company in all matters.

This is done with a "Power of Attorney". We have a standard contract for it (see below). If you prefer, you can use your own attorney-drafted template, which we will sign and have notarized. The condition is that the template is in English or the document is bilingual.

5The contracts

With the general partner and power of attorney service, you receive three contracts from us:

• Non-Management Director Contract
• Appendix: Temporary Banking Arrangements
• Power of Attorney

6Optional: form your own general partner LLC

Some clients prefer not to have the firm's existing standard general partner LLC registered as the LP's general partner, but rather a dedicated general partner LLC formed specifically for their LP.

We can of course set up your Limited Partnership this way too. Simply select the matching add-on service on the online order form.

Even when we form your own dedicated general partner LLC alongside the Limited Partnership, providing a US manager for the LLC (if you want one) can be part of our service package.

7Naming and the entity suffix

As explained above, the US Limited Partnerships we form correspond to a limited partnership with a limited company as general partner. Unlike in Europe, the name in the USA does not reflect this: whatever the general partner is, the company is still abbreviated simply as LP.

For how the LP is built overall, see the overview of the LP as a legal form; the tax side is covered on the page on taxation of the US LP. All services around your own US company are in the US Company Formation section.

In short

• The LP is a US limited partnership; we propose an LLC as general partner, so the LP has a limited company as its general partner.
• Only the general partner appears in the public register; the limited partners' names are not published.
• As a limited partner, you can receive full signing authority through a Power of Attorney and represent the company in all matters.

How we help you

• Form a Limited PartnershipThe US LP for structures with a general partner and limited partners.
• US Bank Account OpeningYour own access to the American financial system, even without an SSN.
• LLC and LP Tax ReturnForm 1065 and K-1 for your LLC or LP.
• Company formation consultationEntity type, state and tax consequences, before you commit.