A limited partner’s interest in a South Carolina limited partnership is essentially an investment in the business. General partners are jointly and severally liable for all of the limited partnership’s obligations. In comparison, limited partners are not personally liable for an obligation of the South Carolina limited partnership simply because he or she is a limited partner, even if the limited partner has control or helps manage the limited partnership. The main difference between the liability of general partners and limited partners is that general partners are responsible for the debts and obligations regardless of the amount the general partner(s) contributed. Limited partners are not personally liable because their investments and cash contributions are substituted for personal liability.
General partnerships may be informally formed through equal sharing of management responsibilities, business capital, profits and losses. However, formal limited partnerships require a certificate of partnership identifying the general and limited partners. This certificate must be filed with the South Carolina Secretary of State.