Ever felt confused about the difference between a General Partner (GP) and a Limited Partner (LP) in real estate partnerships? As a real estate syndicator, I often reference these roles when evaluating partnership opportunities.

    In this article, I’ll draw on my experience as a real estate syndicator to clearly explain the responsibilities and differences between GPs and LPs. While some may use similar terms like “syndicator” and “investor” day-to-day, knowing the precise distinctions between GP vs LP real estate will prove invaluable when evaluating partnerships for your portfolio.

    Let me break down these two pivotal positions so you can navigate deals with the knowledge to pick the right role and partner investments.


    • Roles: GPs actively manage, while LPs contribute passively.
    • Responsibilities: GPs handle operations and performance, and LPs provide capital.
    • Reporting: GPs update, LPs evaluate.
    • Risk: GPs assume higher personal risk and potential capital losses, while LPs are exposed to capital losses.

    Understanding GP Responsibilities: Beyond the Title

    A GP is a person or group that manages and operates a partnership daily. GPs have the power to make decisions and actively run the business.

    They usually invest significant money in the partnership and take on more risk than LPs. GPs receive management fees and a share of the partnership’s profits in exchange for their services.

    However, GPs also have unlimited personal liability, which means they are responsible for any debts or obligations the partnership will have.

    In commercial real estate, a GP has specific responsibilities such as:

    GP Responsibilities:
Financial Analysis & Underwriting, Asset Management, Investor Relations, Risk Management, Exit Strategy, Compliance & Legal Matters, Performance Monitoring & Reporting
    • Financial Analysis & Underwriting: Analyzing cash flow, assessing risks, and underwriting properties to gauge investment feasibility.
    • Asset Management: Handling daily property management, including leasing, tenant interactions, and maintenance.
    • Investor Relations: Regularly communicating with LPs, updating them on investment progress, and addressing their queries.
    • Risk Management: Managing risks in real estate investments, from property-specific concerns like vacancies to broader market risks.
    • Exit Strategy: Planning and implementing strategies to optimize investor returns, including property sales or refinancing.
    • Compliance & Legal Matters: Ensuring adherence to regulations and contracts, collaborating with legal experts as needed.
    • Performance Monitoring & Reporting: Monitoring investment performance against goals and providing periodic reports to LPs. Adjustments are made based on the strategy’s success.

    The LP Advantage: Passive Investing with Potential Rewards

    An LP is a private investor who puts money into a partnership but has limited involvement in daily operations. LPs have less control and decision-making power than GPs.

    Instead, they rely on GPs to manage the partnership and make choices. Unlike GPs, LPs have limited liability, meaning their assets are protected if there are partnership failures or legal problems.

    LPs usually receive a portion of the partnership’s profits based on their investment but are not actively involved in running the business.

    To give you a clearer picture, typical LPs in real estate include:

High net worth individuals
Family offices
Private equity firms
Retail investors
International investors
    • High net worth individuals – Wealthy individuals looking to diversify their investment portfolio will sometimes invest as LPs in real estate syndications. This allows them to invest in larger commercial or multifamily properties.
    • Family offices – These firms manage investments and trusts for ultra-high-net-worth families. They will invest in real estate deals as LPs to generate returns for their clients.
    • Institutions – Pension funds, insurance companies, endowments, and foundations will provide capital as LPs in real estate partnerships. This gives them exposure to the asset class.
    • Private equity firms – Real estate private equity firms raise capital from institutions and accredited investors to deploy into deals as LPs.
    • Retail investors – Smaller accredited investors can pool funds into an LP entity that invests as a limited partner across multiple real estate syndications.
    • International investors – Foreign investors and sovereign wealth funds looking to invest in US real estate may do so as LPs. This allows them to gain exposure without direct ownership.
    • REITs – Real Estate Investment Trusts will sometimes participate as LPs in deals rather than owning property directly.

    Differences between GP and LP

    Control and decision-making power

    • GPs: Complete control, making strategic decisions, choosing investments, and managing day-to-day operations.
    • LPs: Less control, relying on GPs for decisions.

    Responsibilities and involvement

    • GPs: Handle administrative tasks, oversee operations, manage investments, and actively lead the partnership.
    • LPs: Have a more passive role, provide capital, and trust GPs for day-to-day activities.

    Profit sharing and compensation

    • GPs: Compensated through management fees and a portion of the partnership’s profits.
    • LPs: Receive a portion of the profits based on their investment.

    Risk Assessment and Liability

    GPs and LPs have an important difference in liability and risk.

    • GPs: Unlimited liability and are personally responsible for the partnership’s obligations.
    • LPs: Limited liability and only accountable for their investment amount.

    Capital Contributions: Who Brings What to the Table?

    • GPs: Bring expertise and management skills and invest significant capital.
    • LPs: Primarily contribute capital without active participation.

    Duration and exit strategy

    Investment partnerships can differ in duration and exit plans.

    • GPs: Commit long-term and shape the exit strategy.
    • LPs: Have less control over the exit strategy.

    Reporting and transparency

    • GPs: Responsible for sharing regular reports with LPs.
    • LPs: Rely on these reports to evaluate their investments.

    As a GP, I’ve learned how important transparent communication is in maintaining strong LP relationships. I leverage real estate syndication software to provide comprehensive, timely updates to my investors. This regular reporting and open dialogue builds trust and keeps my LPs updated on their investment status.

    Staying Legally Compliant: Rules for GPs and LPs

    Both GPs and LPs must follow legal and regulatory requirements regarding investment partnerships. These rules are in place to protect real estate investors and assure fairness in the industry.

    GPs have a bigger role in managing the partnership, so they have more responsibility for compliance. LPs should also know their rights and protections under these regulations.

    Before getting involved in an investment partnership, consult with legal and financial professionals to understand your rights, responsibilities, and the potential risks of being a GP or LP.

    Each partnership has terms outlined in its operating agreement, so carefully review and negotiate them before making investment decisions.

    Partnerships offer diversification, specialized expertise, and potential returns. Whether you choose to be a GP or an LP depends on your preferences, risk tolerance, and investment goals.

    Legal Documents

Private Placement Memorandum (PPM) or Offering Memorandum 
Limited Partnership Agreement (LPA)
Subscription Agreement
Operating Agreement 
Accredited Investor Questionnaire

    Here is a short introduction and list of common legal documents involved in real estate syndication:

    Forming a real estate syndication requires careful legal due diligence to protect all parties involved. As the sponsor, I always make sure to have the following key documents in place:

    • Private Placement Memorandum (PPM) or Offering Memorandum – Discloses all relevant syndication details to potential LPs.
    • Limited Partnership Agreement (LPA) – Defines the roles and responsibilities of GPs and LPs.
    • Subscription Agreement – Investors sign to formally commit capital to the partnership.
    • Operating Agreement – Outlines ownership and rules for an LLC syndication structure.
    • Accredited Investor Questionnaire – Confirms investors qualify under SEC-accredited investor rules. I use a service called VerifyInvestor that handles the verification process.

    Having these critical legal documents squared away ensures syndications follow securities regulations and best practices.

    Verify Investor

    Real Estate Partnership Structures

    Real estate partnership structures:
Limited Partnership (LP)
imited Liability Partnership (LLP)
Limited Liability Company (LLC)
Joint Venture (JV)

    Real estate investment partnerships come in different forms, including:

    • Limited Partnership (LP) – The most typical structure. Has at least one General Partner who controls management and at least one Limited Partner who is a passive investor.
    • Limited Liability Partnership (LLP) – A General Partnership with the liability protection of a Limited Partnership. Partners have limited liability but participate in control.
    • Limited Liability Company (LLC) – An LLC with multiple member-owners. It can provide limited liability while also allowing for pass-through taxation. Popular for syndications.
    • Joint Venture (JV) – Two or more parties jointly invest in and own a property. This is the structure I have on one of my hotels.

    The Limited Partnership structure is most prevalent for real estate syndications.

    Making the Right Investment Choice: GP or LP?

    When weighing whether to be a General Partner or Limited Partner in a real estate investment, ask yourself two key questions:

    First, how active do you want to be? General Partners steer the ship – analyzing deals, overseeing operations, and making executive decisions. It’s a ton of work but with greater control.

    Limited Partners enjoy a more passive role. They sit back, collect distributions, and rely on the General Partner to manage the asset. Less work, but less say.

    Second, how much risk can you stomach? General Partners assume all liability. If things go south, they’re on the hook. Limited Partners’ risk is capped at their capital contribution.

    Consider your experience, aptitude for management, time availability, and risk tolerance. Align your goals. Do you want an active leadership role or a passive income stream? Higher risk or limited liability?

    Look at these factors to decide between being a GP or an LP. Choose the path that matches your investing preferences and financial objectives. And remember – you can always change roles on future partnerships!


    Compensation Unveiled: How GPs Get Paid

    A crucial aspect of comprehending real estate partnerships involves understanding how GPs receive compensation. GPs’ compensation structures are designed to align their interests with those of LPs and incentivize successful investment outcomes. The hurdle rate stands out as one key element within this compensation structure.

    Hurdle Rates and Profit Sharing: The GP’s Reward System

    The hurdle rate is the minimum rate of return that an investment must achieve before GPs begin to receive their share of the profits. It acts as a performance threshold and ensures that GPs are rewarded only when the investment surpasses a predefined benchmark.

    The concept behind the hurdle rate is to align the interests of GPs with those of LPs. GPs are motivated to maximize returns beyond the hurdle rate since they only participate in profits once this benchmark is met. This structure encourages GPs to make strategic investment decisions that prioritize the partnership’s best interests.

    Types of Hurdle Rates:

    There are different types of hurdle rates commonly used in real estate partnerships:

    1. Preferred Return (Pref): This is the most common form of hurdle rate. It guarantees that LPs receive a predetermined percentage of their initial investment (e.g., 8%) before GPs are entitled to any profit share.
    2. High Water Mark (HWM): The high water mark mechanism ensures that GPs cannot earn a profit share until the partnership’s net returns exceed the highest point previously achieved. It prevents GPs from double-dipping on profits.
    3. Tiered Hurdles: Some partnerships use tiered hurdle rates, where GPs receive a higher profit share as returns exceed certain thresholds. For example, GPs might receive 20% of profits above a 12% hurdle rate and 30% of profits above a 15% hurdle rate.

    In my real estate syndication, we have an IRR hurdle and a waterfall in our compensation structure.

    Other Elements of GP Compensation:

    In addition to the hurdle rate, GPs may receive compensation through management fees, acquisition fees, disposition fees, and other performance-based incentives. Management fees are typically a percentage of assets under management, while acquisition and disposition fees are one-time payments for acquiring or selling properties.

    The specific compensation structure can vary widely between partnerships, and negotiations between GPs and LPs often determine the terms. Transparency in compensation arrangements is crucial for building trust between GPs and LPs.



    Looking at GP vs LP real estate — GPs embrace active management and higher risk, earning management fees and a share of profits but with unlimited liability. LPs — on the other hand, adopt a passive stance, enjoying limited liability and a share of profits based on their investment without active involvement.

    The choice hinges on your desired level of engagement, risk tolerance, and financial objectives. Thoroughly review partnership terms, seek professional guidance, and align your role with your investment goals for a successful partnership.


    GP vs. LP FAQs

    Is private equity an LP or LLC?

    Private equity can be structured as both LP (Limited Partnership) or LLC (Limited Liability Company).

    What does GP stand for investment?

    In investment, GP stands for General Partner, responsible for managing and operating a partnership.

    Does the GP have ownership in LP?

    Yes, the GP often has ownership and invests capital in the LP (Limited Partnership).