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[Q] What rights and obligations do I receive when I invest and become a Limited Partner in a Limited Partnership?


You receive all the rights and obligations that you are entitled to as a Limited Partner in a Limited Partnership formed pursuant to the Uniform Limited Partnership Act (the "ULPA") of the particular state. Under ULPA, certain standard provisions have been included to protect the interests of the Limited Partner. These rigths are essentially to participate in policy formation via being able to vote on important issues facing the Limited Partnership, according to the terms of the Limited Partnership agreement. Also, as a Limited Partner, your liability is limited to the amount of your investment.

You, as a Limited Partner, should receive Unit of Certificate, which basically says that you have Limited Partner interest in a particular Limited Partnership formed pursuant to ULPA. You can also ask questions to General Partner and review the progress reports and discuss and make suggestions to General Partner.

The fact is that without this kind of arrangement, there is no way multiple group of EB-5 investors can participate in large EB-5 projects. Basically, without the presence and role of a General Partner and structures imposed by a Limited Partnership, none of Limited Partners will be able to agree on any important issues. In addition, this is how it's done in commercial settings. Therefore, the Regional Centers are not in some way trying to "limit" your powers for some ulterior motives; but, the rights of Limited Partners in a Limited Partnership is generally "limited"; yet this arrangement is specifically allowed under the EB-5 law, because USCIS and Congress recognizes the reality that without such arrangement, large Regional Center EB-5 Program simply cannot exist or function. This is akin to the U.S. business law allowing legal entities of corporations and limited partnerships. Otherwise, no one will conduct any business.

Frankly, if you wish to retain and control the new commercial enterprise, you should be the majority interest holder in a regular, direct, individual EB-5 project, so you can do whatever you wish.