Limited in Name Only
Open full sizeDebits & Credits, September 24, 2026. Laughs are nonrefundable.
Transcript. Panel 1, a fund manager in a headset points at a wall of screens; a desk plate reads LIMITED PARTNER and a wall certificate reads DELAWARE L.P. Manager: “I’m a limited partner. The certificate says so. No SECA.” Panel 2, the same manager signs hiring papers and an investment-committee checklist while an IRS agent holds up a timesheet stamped 2,500 HOURS. Manager: “Passive. I barely participate.” Agent: “You sat on every committee.” Panel 3, Debit at his desk, red pencil behind one ear, the “It depends.” mug, reading a legal slip opinion. Debit: “Form got you Delaware. Function got you SECA.” Caption: The Second Circuit spent last week reminding limited partners that the exception is about the job, not the stationery.
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This alert is for general information only and is not tax, legal, investment, or accounting advice. Consult your own advisers before acting. Carlos A. Schmidt, MBT, MBA, CPA · Managing Member · carlos@lapresallc.com · (917) 558-6393.