Tilden Moschetti: One piece of
lingo you oftentimes hear in the

syndication world is the phrase
GP or LP, or general partner or

limited partner. What are these
mean and how do they apply to

you? Well, my name is Tilden
Moschetti. I am a syndication

attorney with the Moschetti
Syndication Law Group

specializing in Regulation D
Rule 506b and 506c offerings. We

are going to go through what
that phrase what those phrases

mean the definitions and how
they apply.

Use of the term GP or LP, which
stands for GP general partner,

or LP limited partner, are
actually an anachronism I say

it's an anachronism because it
refers to a structure under a

LP, which is a form of which is
a organization that set up as a

limited partnership. Limited
Partnerships still exist, and

they're still very useful under
very specific circumstances.

However, most people who are
doing syndications and private

offerings have moved away from
doing LPs. And I've moved to

putting their their projects,
their assets and the

opportunities in LLC is limited
liability companies. The reason

is, is that over time, investor
sentiment itself has shifted

that need to so that investors
could feel more secure about

what their own rights were in an
LLC, rather than an LP. So a GP

or the general partner is you,
you are the sponsor of it. So

it's you who have some liability
as it relates to the fund

itself, you know, how it works
and how it functions. So when I

say GP, sometimes I'm talking
most of the time I'm talking

about the manager are the
sponsor, they're all the same

person. So the GP is that person
who's kind of in charge of it,

they have some liability, but
they're the ones who also are

profiting from some of the all
the work that they're doing.

They're actively engaged in the
syndication, or in the fund

itself. LP are the investors, so
the LP limited partners. So

they're the people who have
basically no liability at all,

except to the extent of the cash
that they've invested in the

Fund, or into the syndication.
So that's the limit of their

liability. And then they are
then completely passive in the

role in the way that most
limited partnerships are set up,

or nearly all of them is so that
LPS have no voting rights and no

control whatsoever. An LLC may
have some voting rights for

their investor members, but not
always. So there always needs to

be some voting rights available,
but it will be very, very

curtailed to much less. So
that's what a GP is, and an LP

is and how they fit into
syndication. So yes, we use

those terms. They're not actual
constructs within an LLC itself,

but we do create the scaffolding
around it to create basically

the same type of thing. And for
short, most of the time you will

hear a syndicator sponsor or an
attorney talking about a GP or

an LP role. My name is Tilden
Moschetti. I'm a syndication

attorney with the Moschetti
Syndication La. Let me know if I

can help you