comanditado

Comanditado is a term used in civil-law jurisdictions to refer to a partner in a limited partnership (sociedade em comandita). The comanditado is the general partner who participates in the management of the business and bears unlimited liability for the obligations of the partnership. In most forms, the comanditados represent the partnership in contracts and legal proceedings, and their authority to act is defined by the partnership agreement and applicable law, subject to any restrictions.

The counterpart to a comanditado is the comanditário, or limited partner, who contributes capital but whose liability is limited to the amount contributed. Comanditários typically do not participate in day-to-day management; if they engage in management, they can jeopardize their limited-liability protection in some jurisdictions.

There are two common forms of comandita: sociedade em comandita simples and sociedade em comandita por ações. In the simple form, there are one or more comanditados and comanditários with profits and losses distributed according to the partnership agreement; in the “por ações” form, capital is raised through shares while the comanditados retain management and unlimited liability, and the comanditários hold shares with liability limited to their investment.

Etymology derives from commandar, to command, reflecting the managerial role of the general partner. The term is used mainly in Portuguese-speaking countries such as Portugal and Brazil and is translated in English-language sources as “general partner” in a limited partnership.