The Limited Partnership (LP) is an entity where you have two sets of partners: General partners and limited partners. Gereral partners are all liable for the acts of the others done in the activities of the partnership. The limited partners are not liable (generally) for the acts of the general partners or any other limited parterns. If anything the LP would make all general partners liable for any acts or omissions of EACH partner, while the limited partners would only be liable for the amount invested UNLESS they took an active part in the managment of the partnership entity (there are some other execeptions
as well).

The LLC would hold more advantages relating to liability protection for active members. Also regarding taxes you will still pay state taxes if the primary business activites take place in a state which has tax. Moving operations to another state will save you from state taxes (for example in California) if you do business in California)

Make sure the LP was the entity they suggested because it is not the most favorable for protection of its general partners.

Warmest Regards,

Darius M. Barazandeh, JD/MBA

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