The general partner in the limited partnership: administrator and manager

The limited partnership (Sas) is a legal form suitable for the association of several people in an entrepreneurial activity . The companies limited partnerships are easy to constitution it is a legal form on the partnerships and as such does not need a minimum capital.

The Sas represent a special typology of partnerships in a collective name , whose peculiarity lies in the division of responsibilities between the various partners, divided into two categories: limited partners and limited partners . The latter, which we deal with in this article, have joint and several liability and therefore respond with their entire personal assets. However, this responsibility is counterbalanced by the wide range of rights which they have in the administration of the company. The limited partners, on the contrary, respond only with the assets they invested in the company.


  1. Definition: what is a general partner?
  2. Liability of the contractor
  3. Rights of a general partner
  4. Transfer of shares and death

Definition: what is a general partner?

As we have already said, a limited partnership must always be made up of at least two partners, a limited partner and a limited partner. Since this is a legal form belonging to partnerships, both the principal and the principal may be natural or legal persons , or companies. The commander performs the function of lender and as such cannot actively mix in the management of business. For this reason, the portion of risk he takes on is limited and limited only to the capital made available to him by the company.

Unlike him, the general partner acts as director and representative of the company , assuming full entrepreneurial responsibility . This means that in the event that the company shares debt, the contractor is liable for it with its entire private assets. For this reason, the main partners run the greatest risks within a SAS.

Definition: general partner

The general partner is a member of a limited partnership with unlimited liability. The joint and several liability is assumed, of which he responds with his entire personal assets. Usually performs the function of administrator of the affairs of the company and represents the same. A limited partnership can also have several limited partners, which can be natural persons as well as legal entities.

Often the assistant is an ambitious founder who lacks capital and / or resources of various kinds to turn his business idea into reality: knowledge, technologies, the physical space where to carry out the exercise. This is why, for example, it turns to its family members, close friends or others to convince them to participate in the business project. By taking on the role of limited partners , they bring capital in the form of money or technical services and on the basis of the same they will obtain part of the profits achieved by the company. To do this they will run a comparably reduced risk, corresponding to the loss of the capital invested, but will be excluded from the daily course of business.

Liability of the contractor

To regulate the division of responsibilities in limited partnerships is the civil code, specifically article 2313 , which states:


In a limited partnership, the limited partners are jointly and severally liable for social obligations and the limited partners are limited to the amount conferred.

As already mentioned, this means that the contractor is responsible for any debts contracted by the company, without limits and with its own personal assets . However, the personal assets of the principal only come into play if the company assets are not sufficient to pay off the outstanding debts towards creditors.

The definition of joint and several liability should not be underestimated. In fact, in the event that a Sas is made up internally of several general partners, it is sufficient that one of these extinguish the debt to free the others, and not necessarily all together or in equal parts. This action is called joint and several payment. However, when this happens, the general partner can take advantage of the other general partners.

The liability of the general partners must be clear already starting from the company name . The names entered must be those of the limited partners only. In fact, those who decide to do business with the appropriate company must be able to know who are those who answer unlimitedly for the company’s work on the other side. The registration of a limited partner in the company name does not make the latter a general partner, but nevertheless makes him liable without limit, except for the right to take advantage of the members.

Rights of a general partner

The great responsibility (unlimited and jointly and severally) that the limited partners take on brings with it an equally wide freedom of action. The general partners have in fact full powers regarding the management of the company. L ‘administration is a prerogative of the general partners . The limited partners can in fact operate only under the direction of the directors, provided that the company statute provides for it, and receive special proxies for individual operations or business, but also these special powers of attorney are at the discretion of the directors. Otherwise the rule of the “prohibition of immistering” that excludes limited partners from company management applies.

According to article 2320 of the Italian Civil Code, in order to obtain the appointment of directors of a Sas it is necessary to obtain the consent of the limited partners and the majority of the limited partners expressed in terms of invested capital and profit sharing shares. The same applies to the revocation.

As regards the number of directors within a limited partnership, all the limited partners can be directors at the same time, as well as only one, a part of them or a majority, or they can succeed one another in the administration, always as established in the statute .

All directors have veto power over management documents . This power, when exercised, puts the decision in the hands of all the general partners (directors and non-directors). The position supported by the majority of the general partners, a majority to be understood in terms of profit sharing , will thus be undertaken.

Transfer of shares and death

The role of the general partner is delicate and the balance of the limited partnerships depends on it. For this reason, the transfer of the limited partners’ shares is also not a trivial matter. For the transition to take place, it is in fact necessary to obtain approval from the majority of the partners, general partners and limited partners, always calculated on the basis of the company shares. The transfer of shares relating to one or more general partners corresponds in fact to a change in the company statute .

As regards the death of one of the general partners, the transfer of the shares owned to the heirs passes through the will of the heirs themselves to take on the burden, understood as responsibility. Without consent, the passage is not legitimate.


by Abdullah Sam
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