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How to Start (and Keep) a Limited Partnership: 

Formation and Other Required Formalities: 10 steps

1. Name:
Select a unique business name.  Perform a general online search, search your local fictitious or assumed name database, and search state and federal trademark databases.  A domain name search may also be helpful.  Certainly search your state’s limited partnership, corporation, and limited liability company databases.  Your limited partnership’s name must generally be distinguishable from any other limited partnership name recorded, registered, or reserved in your state.

You may adopt and register an assumed name.  Consult your state’s limited partnership act and local rules to follow and comply with all requirements and procedures.

If necessary, take any required steps to reserve or protect your chosen name prior to organization.

A limited partnership’s name may contain the name of any partner.  It generally must contain the phrase “limited partnership,” or the abbreviations “LP” or “L.P.”

You may also register your business name as a state or federal trademark.  This is a good idea, but not a requirement.

2. Registered Agent and Registered Agent’s Office:
Determine who will serve as your limited partnership’s registered agent, and note the address of that agent’s office.  Your registered agent is a person upon whom all process (any legal document which must be served on the limited partnership and to which it must respond) on the limited partnership may be served.  Your agent must agree to act as your agent.  You will name the registered agent and office in your certificate of limited partnership to provide a public record of a person upon whom process may be served.

Your state may require that your agent reside, and their office be located, in state.  Please consult your Secretary of State regarding applicable requirements.

3. Partnership Agreement:
You must generally execute a partnership agreement.  Most state limited partnership acts require written partnership agreements.  A local business attorney can likely help you with this.

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4. Certificate of Limited Partnership:
In most states, you must file a certificate of limited partnership.  All general partners must normally sign the certificate.  The certificate generally requires at least the following information:

  • 1. The name of the limited partnership;
  • 2. The office address where partnership records will be kept;
  • 3. The name and office address of the registered agent;
  • 4. The limited partnership’s purpose;
  • 5. The aggregate dollar value of all partners’ contributions;
  • 6. The general partners’ names and addresses.

5. Licenses:
Acquire any licenses required for your business.  Determine these through local and industry related searches, or seek help from a local business attorney.  Comply with all rules and procedures.

6. Other Regulatory Requirements:
Determine whether you have other compliance obligations.  Search state and federal business databases for this information, and comply with applicable rules, regulations, and procedures.  For example, your business may be subject to environmental laws, federal import or export laws, state labor laws and workers’ compensation laws, or laws specific to your industry or endeavors.

7. Federal Tax Registration:
Apply for your EIN. [1]

8. State Tax Registration:
Register your business with your state revenue department, and obtain any required state tax identification numbers.  Your state may require additional registration actions upon the hiring of any employees.  Consult your applicable rules.

Post-Formation Requirements

9. Annual State Business Filings:
Limited partnerships must generally file annual reports, along with required fees and charges.  Additional records and filings may be required upon various partnership events.  Check your state rules.

10. Required Internal Formalities
You must maintain partnership books and records, and provide partners access to partnership information.  Follow all state limited partnership act requirements


[1] http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Apply-for-an-Employer-Identification-Number-(EIN)-Online.