What is a General Partner (GP)?

In real estate syndication and tokenized property structures that use a partnership form, the GP runs the investment, accepts unlimited liability for partnership obligations, and earns fees and a share of profits in exchange.

What a GP Does

The GP sources the property, structures the offering, raises capital, executes the acquisition, and oversees operations through to disposal. Day-to-day management, vendor relationships, lender negotiations, and major asset events all sit with the GP, who acts as principal decision-maker for the investment.

In exchange, the GP accepts unlimited personal liability for the partnership’s obligations. To limit exposure, the GP role is typically held by a separate entity such as an LLC, so the managers behind the GP are protected from personal liability while still bearing operational responsibility.

GP vs LP

Limited partners are the passive investors. They contribute capital, receive their share of distributions, and have limited liability, meaning they cannot lose more than what they invested. They do not participate in management and have voting rights only on defined matters such as sale or amendment of the agreement.

The split is the foundation of the partnership model. Active managers willing to take operational responsibility and unlimited liability run the deal as GP; passive investors who want exposure without active involvement participate as LPs. Most large real estate offerings rely on the structure to function.

How GPs Are Compensated

GP compensation typically combines fees with a profit share. Acquisition fees, asset management fees, and disposal fees cover the work of running the deal across its lifecycle. These fees are paid regardless of investment performance and are disclosed in the offering documents alongside the projections.

The performance component is typically a carried interest or promote: a share of profits above a defined preferred return to LPs. A common structure pays LPs a preferred return first, then splits remaining profits between LPs and GP on agreed tiers. The promote aligns GP incentive with investor outcomes by making meaningful pay contingent on performance.

GP Role in Tokenized Structures

When the SPV is a limited partnership, the GP role maps directly. Token holders are the limited partners, holding economic interests through their tokens, while a separate GP entity runs the partnership. When the SPV is an LLC, the equivalent role is the manager, with token holders as members.

Either way, the substance is the same. The active manager runs the deal, the passive holders own the economics, and the legal documents define the split. Tokenization changes how holdings are recorded and how distributions are paid, not the underlying GP-LP economics.

General Partners at Node Proptech

Each Node Proptech offering identifies the GP or equivalent SPV manager in the offering documents, with track record, fee structure, and profit-sharing arrangements clearly disclosed. Token holders take the limited partner or member role, with economic interests recorded on-chain and governance rights defined in the SPV constitution. The relationship between active manager and passive holders is the same as in any properly structured private real estate investment.