Master Limited Partnership

In the United States, a master limited partnership (MLP) is a limited partnership that is publicly traded, also known as a publicly traded partnership. It combines the tax benefits of a limited partnership with the liquidity of publicly traded securities.

To obtain the tax benefits of a pass through, MLPs must generate at least 90% or more of their income from qualifying sources such as from production, processing, storage, and transportation of depletable natural resources and minerals. In addition, real property rents also qualify.

In 1981, Apache Corporation formed the United States' first MLP, Apache Petroleum Company (APC). Apache’s success drew other oil and gas companies to the MLP structure. Real estate companies soon followed, and by the mid-1980s, MLPs became so popular that they were adopted in a variety of industries, such as restaurants, hotels and cable TV. Even the Boston Celtics basketball team became an MLP.

Section 7704 of the Revenue Act of 1987 limited which businesses could be MLPs, delineating that an MLP must earn at least 90% of its gross income from qualifying sources, which were strictly defined as the transportation, processing, storage, and production of natural resources and minerals.

In the decades since the IRS has issued Private Letter Rulings which further clarify and define which activities generate qualifying income and which do not

Like all partnerships, MLPs have two classes of ownership: the general partner(s) which make the decisions, and the limited partners which contribute funds and participate in the economics. The general partner owes no fiduciary duty to the limited partners; however, many MLPs have incentive distribution rights, which are designed to align the interests of all parties.

MLPs pay their investors through quarterly required distributions, the amount of which is stated in the partnership agreement, or contract, between the limited partners (the investors) and the general partner (the managers). The distribution paid by MLPs is equivalent to the dividend paid by C corporations. In the partnership agreement, the distribution is typically defined as all available cash flow, less a reserve which is determined by the general partner. Typically, the higher the quarterly distributions paid to limited partners, the higher the management fee paid to the general partner. This provides the general partner with an incentive to maximize distributions through pursuing income-producing acquisitions and organic growth projects.

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