A limited partnership is similar to a general partnership, but offers limited liability protection to some partners. At least one partner must be a general partner with unlimited liability, and at least one partner must be a limited partner whose liability is typically limited to the amount of his or her investment.
Limited partners act as “silent partners” making a capital investment, much like passive shareholders in a publicly-traded corporation, but having no involvement in the management decisions of the business. To learn more about how LPs compare to other partnership types, view our Which Partnership Type is Right for Me article.
Business owners often spend a lot of time deciding what to name a new company or venture. The name selected can say a lot about the company. Naming an LP is often different from naming a company that will seek to do business with other businesses or the general public, since many LPs are formed for limited term projects, estate planning and real estate.
Legally, the name you select must not be "deceptively similar" to any existing company in your state of incorporation and must be "distinguishable on the record" of that state. All three of BizFilings LP incorporation service packages include a preliminary state name check in your state of incorporation. We also ask for two name choices on our incorporation order form. If your first name choice is not available, we will also check the availability of your second choice.
Some states only check proposed LP names against existing LPs, reserved and active, so you may wish to preform a trademark search to make sure the name you want to use is not already taken by another business type. Also, most states require that the name you select show your business is an LP, by including the words "Limited Partnership" or the abbreviation of "LP."
When you incorporate or register to transact business in another state (a process called foreign qualification), you must name a registered agent. The registered agent is responsible for receipt of important legal and tax documents on behalf of the business. The registered agent must have a physical address in the state of incorporation or qualification and be available during normal business hours.
BizFilings includes Registered Agent Service with its incorporation service packages. As your registered agent, BizFilings not only satisfies your state's legal requirement to have an individual or company receive important legal and tax documents on behalf of your company, but also provides a number of benefits at no additional charge to you, including our monthly Registered Agent Watch email, access to BizComply─our online compliance management tool, electronic Service of Process delivery, online access to your account and more.
Even if you are located in your state of incorporation, having BizFilings as your registered agent is tremendously beneficial if you:
The following Learning Center materials can help you understand limited partnership formation:
The following products/services are included in our formation service packages or are available as add-ons:
We have resources to help you understand your options.