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LLC vs Partnership in Texas

Business Law Tips & Advice

Attorney Nate Gilbert

When starting a business in Texas, there are many factors to consider, including the type of entity to choose. Two popular options are the limited liability company (LLC) and the partnership. Both offer unique advantages and disadvantages, and it is important to understand the differences between the two before making a decision. In this article, we will explore the differences between Texas LLCs and Texas partnerships.

Texas Limited Liability Company (LLC)

An LLC is a type of business entity that combines the liability protection of a corporation with the tax benefits of a partnership. In Texas, LLCs are governed by the Texas Business Organizations Code (TBOC). One of the primary benefits of an LLC is that it shields the personal assets of the owners (also known as members) from business liabilities. This means that if the LLC incurs debt or is sued, the members are not personally liable.

Another advantage of an LLC is its flexibility. An LLC can be managed by its members or by a manager who is appointed by the members. Additionally, an LLC can be taxed as a partnership, a corporation, or a disregarded entity. This allows LLCs to choose the tax structure that best fits their business needs.

Texas Partnership

A partnership is a type of business entity where two or more people agree to run a business together. In Texas, partnerships are governed by the Title 4 of TBOC. There are two main types of partnerships in Texas: general partnerships and limited partnerships.

In a general partnership, all partners are jointly and severally liable for the debts and obligations of the partnership. This means that if the partnership incurs debt or is sued, each partner is personally liable for the full amount. In a limited partnership, there are general partners who manage the business and limited partners who invest in the business but do not participate in management. The liability of limited partners is limited to the amount of their investment.

LLC vs. Partnership: Key Differences

Liability Protection

The biggest difference between an LLC and a partnership is the level of liability protection. In an LLC, members are shielded from personal liability for business debts and obligations. In a partnership, partners are personally liable for the full amount of business debts and obligations.

Management Structure

LLCs and partnerships also differ in their management structure. LLCs can be managed by their members or by a manager appointed by the members. Partnerships, on the other hand, are typically managed by the partners.


Another key difference between LLCs and partnerships is their tax structure. LLCs can choose to be taxed as a partnership, a corporation, or a disregarded entity. Partnerships are taxed as pass-through entities, which means that the profits and losses of the partnership are passed through to the partners and reported on their individual tax returns. This is how an LLC is taxed in Texas.


LLCs are required to file formation documents with the Texas Secretary of State and to maintain certain records, such as an operating agreement and annual reports. Partnerships, on the other hand, are not required to file formation documents or maintain records.

Choosing LLC vs Partnership

When choosing between an LLC and a partnership, it is vitally important to consider the unique needs of your business. If liability protection is a top priority, an LLC may be the best option. If you are looking for a simpler management structure for a lower risk profile venture, a partnership may be a better choice.

LLCs may be more suitable for businesses that are looking to grow and expand. The flexibility of an LLC allows it to accommodate changes in ownership and management structure as the business evolves. Additionally, the tax flexibility of an LLC can provide significant tax benefits for the business.

Partnerships may be more suitable for businesses with a smaller number of owners who want to maintain a more hands-on role in management.

Nathaniel Gilbert

Nathaniel Gilbert is the sole attorney at The Law Office of Nathaniel Gilbert, PLLC. Practicing in the areas of Business Law, Nate assist clients with LLC formation and drafting contracts in the states of Texas, Colorado, and Kansas. He can be reached at 726-999-0087.