A limited partnership is a recognized legal entity used to conduct business. Limited partnerships have at least one limited partner. Usually, partners are personally responsible for the liabilities of a partnership. A limited partner limits his liability to his capital contribution. A partner who does not limit his liability is also known as a general partner. Each state has its own laws and regulations for creating and operating limited partnerships. While each state has different rules, there are many similarities. This article gives an overview of the process for creating a limited partnership using the rules of Delaware as an example.
Obtain the Required Form
Determine the form required by the state where the limited partnership will be registered to conduct business. In Delaware, to create a limited partnership, one or more persons must execute a certificate of limited partnership. You can find specific information regarding a particular state from the office of the secretary of state.
Prepare the Certificate
A certificate of limited partnership contains the basic information regarding the identity of the business and the partners. The certificate must contain the following items (1) The name of the new entity; (2) The address of the office of the new entity and the name and address of an agent for service of process; (3) The name of each partner and their business address and a second mailing address for each; and (4) Any additional items the partners choose to include. Sometimes the partners list the events that may be cause for terminating the partnership. The certificate must be signed by one of the general partners.
File the Certificate
The limited partnership is formed once the certificate of limited partnership is filed in the Office of the Secretary of State. You may designate a later date in the certificate. In many states, the filing of the certificate is done in the Division of Corporations of the Office of the Secretary of State. This is the case in Florida, for example. After the filing, the limited partnership is immediately recognized as a separate legal entity. The entity will continue to exist until a cancellation of the entity’s certificate of limited partnership is filed. In most cases, the filing can be done by mail if you include the proper fees.
Pay the Required Fees
In Delaware, as of September, 2011 the filing fee for the certificate is $200 and includes state taxes. A certified copy of the document may be obtained for $50. For same-day service, there is an additional charge of $100.