The Definitive Guide to GP vs LP in Real Estate Investing


When it comes to GP vs LP real estate investing, understanding the roles of General Partners (GPs) and Limited Partners (LPs) is crucial. These roles dictate how responsibilities, risks, and rewards are distributed in commercial real estate deals.

In essence:

  • GP (General Partner): Manages the real estate deal, makes all decisions, faces higher risks, but enjoys higher control and potential returns.
  • LP (Limited Partner): Invests capital, takes on minimal risk, receives passive income, but has limited management control.

Together, they create a powerful synergy, maximizing the potential for lucrative investments in commercial real estate.

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For anyone keen on entering passive income through real estate, choosing between becoming a GP or LP is a pivotal decision.

Let’s dive deeper to uncover which role might be the perfect fit for you.

Comparison infographic between GP and LP roles in real estate - gp vs lp real estate infographic comparison-2-items-casual

Understanding GP and LP Roles

In real estate investing, particularly in commercial ventures, the roles of General Partner (GP) and Limited Partner (LP) are crucial. Each has distinct responsibilities, decision-making power, and levels of liability.

General Partner (GP)

General Partners are the driving force behind the investment. They are the active managers who handle all aspects of the property investment, from start to finish.

Key Responsibilities:

  • Sourcing and Underwriting Deals: GPs establish relationships with brokers and sellers to find and evaluate promising investment opportunities.
  • Due Diligence and Negotiation: They conduct thorough research and negotiate terms with sellers.
  • Securing Financing: GPs arrange for the necessary funding, often introducing LPs to the project at this stage.
  • Guaranteeing Debt: GPs take on the lion’s share of risk by guaranteeing the debt.

After the Deal Closes:

  • Executing the Business Plan: GPs must implement their strategy to ensure the property generates profits.
  • Managing the Property: They handle leasing, maintenance, security, and other property management tasks.
  • Delivering ROI: GPs are accountable for generating returns for the LPs through value-added activities like renovations or improved marketing.

Liability: GPs have significant liability. They are fully responsible for the debts and obligations of the partnership, making their role high-risk but potentially high-reward.

Limited Partner (LP)

Limited Partners are the passive investors who provide the capital necessary for the investment but do not manage the day-to-day operations.

Key Responsibilities:

  • Contributing Capital: LPs primarily provide the financial backing for the deal.
  • Due Diligence: Before investing, LPs should evaluate the business plan and the GP’s track record.

After the Deal Closes:

  • Collecting Returns: LPs receive their share of the profits based on the performance of the investment.

Liability: LPs have limited liability, meaning they are not personally responsible for the debts of the partnership. Their risk is confined to the amount of their investment, making this a lower-risk role.


The GP has the majority of the decision-making power. They are responsible for all operational and strategic decisions related to the property. On the other hand, LPs have little to no control over these decisions. Their role is more about trusting the GP’s expertise and management skills.

Investment Roles

  • GP (General Partner): Active manager, high involvement, high risk, potential for higher returns.
  • LP (Limited Partner): Passive investor, low involvement, limited risk, steady returns.

Understanding these roles is essential for anyone considering real estate investment. Whether you prefer the active management and higher risk of a GP role or the passive income and limited liability of an LP role, knowing the responsibilities and risks involved will help you make an informed decision.

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Next, let’s explore the key differences between GPs and LPs in more detail.

Key Differences Between GP and LP

When diving into real estate investing, understanding the roles of General Partners (GPs) and Limited Partners (LPs) is crucial. Here, we’ll break down the key differences between these two roles: management fees, carried interest, limited liability, decision authority, and risk exposure.

Management Fees

General Partners (GPs) typically earn management fees for their active role in managing the investment. These fees compensate GPs for their time and effort in sourcing, underwriting, and managing properties. The fees can range from 1%-2% of the deal size during acquisition, and 3%-6% of the property’s gross income annually for ongoing management.

Limited Partners (LPs), on the other hand, do not earn management fees. They provide the capital for the investment but remain passive, relying on the GPs to handle the day-to-day operations. Their compensation comes from the returns on their investment.

Carried Interest

Carried interest, or “carry,” is a share of the profits that GPs earn if the investment performs well. This incentivizes GPs to manage the investment effectively.

For example, in a typical 70-30 split, after an 8% preferred return is paid to LPs, 70% of any additional profits go to the LPs, while 30% goes to the GPs. This structure ensures that GPs are motivated to maximize returns.

Limited Liability

One of the most significant benefits for LPs is limited liability. LPs are not personally liable for the debts of the partnership beyond their initial investment. This means that if the investment fails, LPs lose only the money they invested, protecting their personal assets.

GPs, however, have unlimited liability. They are responsible for the debts and obligations of the partnership. This higher risk comes with the potential for higher rewards through management fees and carried interest.

Decision Authority

GPs have full decision-making authority. They decide which properties to invest in, how to manage them, and when to sell. This control allows them to steer the investment towards profitability.

LPs have no decision-making power. They trust the GPs to make all the strategic decisions. This passive role is ideal for investors who prefer not to be involved in the day-to-day management of the investment.

Risk Exposure

GPs take on more risk. They guarantee the debt and are responsible for the success or failure of the investment. This higher risk is balanced by the potential for higher returns through management fees and carried interest.

LPs have limited risk. They are not involved in the management and are not liable for the partnership’s debts. Their risk is limited to their initial investment, making it a safer option for risk-averse investors.

By understanding these key differences, you can decide whether the active, high-risk role of a GP or the passive, low-risk role of an LP suits your investment goals better.

Next, let’s explore the pros and cons of investing as a GP.

Pros and Cons of Investing as a GP

Active Management

General Partners (GPs) are the driving force behind real estate syndications. They handle everything from property acquisition to tenant management. This active role means GPs are deeply involved in the day-to-day operations and decision-making processes. If you enjoy being hands-on and controlling every aspect of an investment, being a GP might be the right fit for you.

However, this active involvement comes with a significant time commitment. GPs must perform due diligence, manage properties, handle tax obligations, and ensure cash distributions to Limited Partners (LPs). It’s essentially a full-time job.

Higher Risk

Investing as a GP involves higher risk compared to being an LP. GPs assume most of the liability associated with the partnership. They are responsible for any financial losses and legal issues that may arise.

For instance, if a property incurs unexpected expenses or fails to generate the projected income, the GP is on the hook. This high level of risk is why GPs often co-invest their own money to align their interests with those of the LPs.

Greater Control

One of the significant advantages of being a GP is having greater control over the investment. GPs make all the major decisions, from hiring property managers to deciding when to sell the property. This control allows GPs to implement their vision and strategies to maximize returns.

For example, a GP can choose to renovate a property to increase its value or implement new marketing strategies to attract higher-paying tenants. This level of control can be rewarding, especially when the investment performs well.

Potential for Higher Returns

The active role and higher risk taken on by GPs can lead to greater financial rewards. GPs earn money through various fees and carried interest. The most common fees include:

  • Acquisition Fees: 1%-2% of the deal size.
  • Management Fees: 3%-6% of the property’s gross income annually.
  • Asset Management Fees: 1%-2% of the total invested equity.
  • Disposition Fees: 1%-2% of the property’s selling price.

In addition to these fees, GPs also earn a portion of the profits, known as the “promote.” For example, in a deal with a 70-30 split, the GP would receive 30% of the profits after the LPs have received their preferred return.

Personal Guarantees

Another downside of being a GP is the requirement for personal guarantees. When securing financing for a property, lenders often require GPs to personally guarantee the loan. This means that if the property fails to generate enough income to cover the loan payments, the GP’s personal assets could be at risk.

While this adds another layer of risk, it also demonstrates the GP’s commitment to the success of the investment. Investors are more likely to trust a GP who has “skin in the game.”

Real Estate Investment

In summary, investing as a GP can be highly rewarding but comes with significant responsibilities and risks. GPs enjoy greater control and potential for higher returns but must be prepared to manage the property actively and assume most of the liability. If you’re considering this path, weigh these pros and cons carefully to determine if the role aligns with your investment goals and risk tolerance.

Next, let’s explore the pros and cons of investing as an LP.

Pros and Cons of Investing as an LP

Investing as a Limited Partner (LP) in real estate can be a game-changer, especially for those who seek passive income without the hassle of day-to-day property management. Here are the key pros and cons:

Pros of Investing as an LP

1. Passive Income
One of the biggest draws of LP investing is the opportunity to earn passive income. Once you’ve done your initial due diligence and invested your capital, you can sit back and let the General Partner (GP) handle the heavy lifting. You’ll receive regular cash distributions without having to deal with tenant issues, property maintenance, or other operational headaches.

2. Limited Liability
As an LP, your liability is limited to the amount of your investment. This means you won’t be personally liable for the partnership’s debts or legal issues. It’s a safer way to invest compared to owning property directly, where you could be exposed to significant financial risks.

3. Diversification
LP investing allows you to diversify your portfolio. Instead of putting all your money into a single property, you can spread your investment across multiple projects. This diversification helps mitigate risk and can lead to more stable returns. For example, if one property underperforms, the others can help balance out your overall return.

4. Lower Risk
With limited liability and no active management responsibilities, LPs face lower risk compared to GPs. You won’t have to worry about the day-to-day volatility of property management or market fluctuations as intensely. This makes LP investing a more attractive option for those who prefer a safer, more hands-off approach to real estate.

Cons of Investing as an LP

1. Less Control
One significant downside is the lack of control. As an LP, you have little to no say in the decision-making process. The GP makes all the key decisions, from property acquisition to management strategies. If you prefer to have a hands-on role in your investments, this can be a major drawback.

2. Dependence on GP
Your success as an LP is directly tied to the GP’s competence and integrity. If the GP makes poor decisions or mismanages the property, your returns could suffer. It’s crucial to thoroughly vet the GP before investing to ensure they have a solid track record and a sound investment strategy.

3. Locked-In Investment
LP investments are typically less liquid than other investment types. Your capital is often tied up for several years until the property is sold or the syndication ends. This lack of liquidity can be a disadvantage if you need quick access to your funds.

4. Fees and Expenses
LPs are subject to various fees charged by the GP, including acquisition fees, management fees, and disposition fees. These fees can eat into your returns. Make sure to understand the fee structure before investing to ensure it aligns with your financial goals.

In summary, investing as an LP offers the benefits of passive income, limited liability, and diversification, but comes with the trade-offs of less control, dependence on the GP, and potential liquidity issues. Understanding these pros and cons can help you decide if LP investing is the right path for you.

Next, let’s explore how GPs and LPs earn money in real estate deals.

How GP and LP Earn Money

When it comes to earning money in real estate investing, General Partners (GPs) and Limited Partners (LPs) have distinct roles and compensation structures. Here’s a breakdown:

Distribution Waterfall

The distribution waterfall is a method that outlines how profits are shared between GPs and LPs. Think of it like a series of buckets:

  1. Return of Capital: First, any capital invested by the LPs is returned.
  2. Preferred Return: Next, LPs receive a preferred return, often around 8%, before any profits are shared with the GP.
  3. Catch-Up: The GP is then “caught up” to ensure they receive a fair share of profits.
  4. Carried Interest: Finally, any remaining profits are split according to the agreed-upon terms, often 70% to LPs and 30% to GPs.

This structure incentivizes GPs to maximize returns for everyone involved.

distribution waterfall - gp vs lp real estate

Preferred Returns

Preferred returns, or “prefs,” are essentially a promised minimum return to LPs. For example, an 8% pref means LPs get the first 8% of profits annually. This ensures LPs see some return before GPs start earning their share.

Management Fees

GPs handle the day-to-day operations and management of the property, and they get compensated through various fees:

  • Acquisition Fee: 1%-2% of the deal size, for finding and closing the deal.
  • Management Fee: 3%-6% of the property’s gross income, for ongoing property management.
  • Asset Management Fee: 1%-2% of the total invested equity, for overseeing the investment.
  • Disposition Fee: 1%-2% of the property’s selling price, for managing the sale.

These fees can add up, making it lucrative for GPs who manage multiple properties.


Promotes are the GP’s share of the profits after preferred returns are paid to LPs. For instance, in a 70-30 split, the GP gets 30% of the profits above the preferred return. This is a significant incentive for GPs to perform well.

Capital Gains

Both GPs and LPs benefit from capital gains when a property is sold. If a building bought for $1 million sells for $2 million, the profits are shared according to the distribution waterfall. For example, if an LP invested $100,000, they might see a substantial return, often around 19% per year.

capital gains - gp vs lp real estate

Understanding these compensation structures is crucial for both GPs and LPs to align their financial goals and expectations.

Next, let’s dive into the real estate syndication process and how the GP/LP structure works in practice.

Real Estate Syndication and the GP/LP Structure

Syndication Process

Real estate syndication is a method where multiple investors pool their capital to purchase and manage a property. The process involves:

  1. Identifying an Opportunity: The General Partner (GP) identifies a lucrative real estate deal.
  2. Forming the Syndicate: The GP assembles a group of Limited Partners (LPs) who contribute capital.
  3. Acquisition: The syndicate purchases the property, with the GP handling all aspects of the acquisition.

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Limited Partnership Agreement

The Limited Partnership Agreement (LPA) is a critical document. It outlines:

  • Roles and Responsibilities: Specifies what GPs and LPs can and cannot do.
  • Profit Distribution: Details the distribution waterfall, preferred returns, and other financial arrangements.
  • Exit Strategy: Defines how and when the property will be sold or refinanced.


Co-investment is when GPs also invest their own money into the deal. This aligns the interests of GPs and LPs. For example, if a GP invests 10% of the total capital, they stand to gain or lose alongside the LPs, ensuring they have “skin in the game.”

Asset Management

Once the property is acquired, the GP takes on the role of asset manager. This includes:

  • Day-to-Day Operations: Managing tenants, maintenance, and property improvements.
  • Financial Management: Handling taxes, insurance, and operating budgets.
  • Reporting: Providing regular updates to LPs on the property’s performance.

Property Acquisition

The GP is responsible for acquiring the property. This involves:

  • Due Diligence: Inspecting the property, evaluating its condition, and assessing its value.
  • Financing: Securing loans and other financing options.
  • Closing the Deal: Executing the purchase agreement and finalizing the acquisition.

In a nutshell, the syndication process and the GP/LP structure allow investors to participate in large-scale real estate deals with clearly defined roles and responsibilities. This collaborative approach leverages the strengths of both active and passive investors, making real estate accessible and profitable for all involved.

Frequently Asked Questions about GP vs LP in Real Estate

What is the best way to earn truly passive income in real estate?

For those looking to earn truly passive income, investing as a Limited Partner (LP) is often the best route. LPs contribute capital to real estate deals but don’t get involved in the day-to-day management. This hands-off approach allows them to enjoy consistent dividends without the headaches of property management.

For instance, if an LP invests $100,000 into a syndication deal with an 8% cash-on-cash return, they can expect to earn $8,000 annually. Over a five-year period, this would total $40,000 in passive income. Plus, when the property is sold, LPs often receive a share of the profits, making it a lucrative option for passive investors.

How does the distribution waterfall work in private equity real estate?

The distribution waterfall is a system that dictates how profits are shared between the General Partner (GP) and Limited Partners (LPs). Here’s a simplified breakdown:

  1. Preferred Return (Pref): The LPs receive a preferred return on their investment before the GP gets paid. For example, an 8% pref means the first 8% of profits go to the LPs.

  2. Catch-Up: After the LPs receive their preferred return, the GP may receive a portion of the profits to “catch up” to a predetermined percentage.

  3. Split Profits: Any remaining profits are split between the GP and LPs according to the agreed-upon terms, often called the “promote.” A common split is 70-30, where 70% of the profits go to the LPs and 30% to the GP.

For example, if a property is sold for $2 million, generating $1 million in profit, and there’s a 70-30 split, LPs would receive $700,000, and the GP would get $300,000.

Is it possible for an LP to become a GP in future deals?

Absolutely! Many investors start as LPs to gain experience and build capital. Over time, they may choose to become GPs to take on a more active role and potentially earn higher returns.

One real-world example is an investor who initially invested $100,000 as an LP in a successful syndication. After gaining confidence and understanding the process, they might decide to co-sponsor a new deal. This transition allows them to leverage their experience and network to take on more responsibilities and earn management fees and a share of the profits as a GP.


Investing in real estate can be a powerful way to grow your wealth. Understanding the roles of General Partners (GPs) and Limited Partners (LPs) can help you decide which path suits your investment strategy.

Diversification is key. By spreading your investments across different properties and roles, you can balance risk and reward. For instance, being an LP in multiple deals allows you to benefit from passive income while limiting your liability. On the other hand, becoming a GP can offer higher returns but requires more involvement and risk.

Weekender Management is here to help you navigate these choices. Whether you’re looking to invest passively as an LP or take on a more active role as a GP, our team provides the expertise and support you need to succeed.

Ready to explore your real estate investment options? Learn more about our property management services and how we can assist you in achieving your financial goals.

Invest smartly, diversify wisely, and let Weekender Management guide you every step of the way.