Annual Report and State Filing
We prepare and file your LP's annual report on time, every year, so your company stays active and in good standing.
Business Formation by a Licensed Law Firm
Form a Limited Partnership With a Real Attorney
Form a Limited Partnership with a licensed attorney. Starting at $584.09, with state fees included in every state except Nevada.
Starting at $584.09 Filing Fees Included*
*State filing fees are included in every state except Nevada, where they are billed separately.
- 35+
- Years Practice
- 650K+
- Formed
- 4.9
The Basics
What Is a Limited Partnership?
A limited partnership (LP) has at least one general partner who manages the business and limited partners who invest but stay out of day-to-day control. Limited partners usually risk only what they invest, while the general partner runs operations.
LPs are common in real estate syndications and private investments because they separate capital from control. Investors can participate in economics without managing the deal, and the partnership agreement sets how profits, losses, and exits work.
Key benefits include:
Passive Investor Protection
Limited partners usually risk only what they invest and stay out of daily management. That protection is why passive investors are comfortable funding deals they do not want to operate.
General Partner Keeps Control
The general partner keeps operational control without needing limited-partner approval for ordinary decisions. Sponsors use that structure to run projects efficiently while investors stay in a capital role.
Pass-Through Taxation
LP income typically passes through based on partnership interests, avoiding entity-level corporate tax. The agreement can still allocate economics in creative ways that match the deal.
Flexible Profit Distribution
Profit and loss splits can be tailored in the partnership agreement rather than forced into one rigid formula. That flexibility is a major reason LPs dominate real estate and private investment structures.
Nationwide Coverage
Where Will You Form Your Limited Partnership?
Type your state to compare filing costs, timelines, and ongoing requirements.
Real legal supportAttorney-handled documentsWe handle the filing for you
The Wall Between You and Your Business
How a Limited Partnership Actually Protects You
Without a limited partnership structure, passive investors have no meaningful liability protection. Every person contributing capital to a joint venture or real estate deal is personally exposed to the full obligations of the business, regardless of how little control they have.
A limited partnership changes that. The LP creates two legally distinct roles. General partners manage and accept responsibility. Limited partners invest and are protected. Their liability is capped at the amount they put in. That separation is what makes the LP the standard structure for real estate syndications and private investment funds.
- Business debts do not follow you home
- Lawsuits target the Limited Partnership, not your savings
- Personal bank accounts stay off limits
- Protection holds when properly formed
LIMITED PARTNERSHIP TAX ADVANTAGES
The Tax Advantages Of Forming A Limited Partnership
DEFAULT
Pass Through Taxation
Profit is taxed once, on your personal return. No company-level tax, and you decide how income is split among owners.
Avoids double taxation
MOST COMMON
OPTION 1
S-Corp Treatment
Pay yourself a reasonable salary and take the remainder as profit distributions, which are not subject to self-employment tax.
Lowers self-employment tax
OPTION 2
C-Corp Treatment
The company is taxed on its own income at the flat corporate rate. Best if you plan to raise capital or keep profit inside the business.
Retain earnings, attract investors
Included in Every Formation
What's Included on our Service Fee?
Your service fee covers the formal documents, certificates, and resolutions banks and government agencies actually ask for, not just a state filing receipt.
- State Filing
- Corporate or Company Seal
- Records Book
- Articles of Incorporation
- Company & Corporate Minutes
- Bylaws or LLC Regulations
- Stock or Membership Certificates
- Banking Resolution
- Preliminary Name Search
- EIN Filing Support
Annual Compliance, Handled
We Keep Your LP In Good Standing
We handle the annual filings, registered agent duties, and records your LP needs to stay in good standing. Nothing for you to track, file, or remember.
Registered Agent
We serve as your LP's registered agent at a physical address, receiving and forwarding official state mail so nothing important gets missed.
Governing Agreement and Records
We keep your LP's governing agreement and company records organized, current, and ready when you need them.
FAQ
Common Questions About Forming a Limited Partnership
Still have questions? Talk to an attorney!
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.