limited partnership operating agreement

organizers of llcs and lps are given similar levels of flexibility in how they define the rights and responsibilities of the entity’s members, as well as how the entity is structured. delaware law provides certain limited default terms that will govern in the event that the operating agreement of the entity is silent on an issue, but the llc and lp forms are each intended to give maximum effect to the participants’ freedom to contractually provide for terms they deem appropriate. a general partner may be responsible for daily management of the company, but limited partners can only invest in the business and share its profits or loss. the rights and responsibilities of an llc’s members are outlined in the llc’s operating agreement.