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Where Will You Form Your Limited Partnership?

Pick a state to compare filing costs, timelines, and ongoing requirements for your Limited Partnership.

What is a Limited Partnership?

Understanding Limited Partnership formation and benefits

Limited Partnership

Limited Partnership

A Limited Partnership consists of general partners (who manage and have unlimited liability) and limited partners (who invest capital but have limited liability). Ideal for real estate investments and private equity funds.

Key Benefits of a Limited Partnership

  • Pass-through taxation to partners
  • Limited liability for limited partners
  • Flexible management structure
  • Easy transfer of limited partnership interests
  • Professional credibility for investment funds

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Entity Advantages

Why Choose Our Limited Partnership Formation

Capital Pooling

Allows partners to combine resources for joint ventures or investments.

Partner Protection

Limited partners are only liable up to their investment.

Simplicity

Limited Partnerships offer straightforward agreements between general and limited partners.

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Corporate Book
Included

What's Included on our Service Fee?

  • State Filing Fee
  • Corporate or Company Seal
  • Records Book
  • Certificate or Articles of Incorporation or Organization
  • Company and Corporate Minutes
  • Corporation Bylaws or LLC Regulations
  • Corporate Stock or LLC Membership Certificate(s)
  • Banking Resolution
  • Preliminary Name Search
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FAQ

Limited Partnership Formation FAQ

A Limited Partnership has two classes of partners — general partners who manage the business and carry unlimited personal liability, and limited partners who contribute capital and share in profits but take no role in management and carry no personal liability beyond what they invested. It is the structure behind most real estate funds, private equity vehicles, and family investment arrangements.

Businesses and investment vehicles that have a clear separation between those who run the operation and those who provide the capital. Real estate syndicators, private fund managers, and family wealth structures are the most common uses. If your business has active operators and passive investors, a Limited Partnership gives each group exactly what they need.

As long as a limited partner does not participate in management decisions, their personal liability is capped at the amount they invested. They cannot lose more than they put in. The moment a limited partner begins exercising management authority, that protection is at risk. The structure only works when the roles are clearly defined and maintained.

Yes. A Limited Partnership can have multiple general partners, multiple limited partners, or both. The partnership agreement governs how authority is divided among general partners and how profits are allocated across all classes. Getting that document right is the most important part of the formation.

Income and losses pass through to the partners and are reported on their individual returns. The partnership itself does not pay federal income tax. Limited partners generally receive passive income allocations, while general partners may have self-employment tax considerations depending on their role. Your CPA will advise on the specifics.

Yes, and this is one of the structure's primary advantages. Limited partnership interests can be transferred to new investors, gifted to family members, or used in estate planning without disrupting the partnership's management or operations. The partnership agreement will govern how and when those transfers can occur.

Most Limited Partnerships are formed within 5 to 7 business days of filing. The partnership agreement, which governs the relationship between all partners, takes additional time to draft and is worth the investment. Your attorney will confirm the full timeline before anything is filed.

Yes. We handle LP formations nationwide. The state you form in and the states where partners are located do not need to be the same, and your attorney will advise on where formation makes the most sense for your structure.

A Limited Partnership with poorly drafted roles between general and limited partners creates disputes, blown liability protections, and regulatory problems. Our attorneys draft the partnership agreement around the actual arrangement — the capital structure, the management authority, the distribution waterfall — so every partner knows exactly where they stand.
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