Limited Partnership Overview

A limited partnership, or LP, is a partnership of one or more general partners, who manage the business, and one or more limited partners, who invest in the partnership but do not manage it. Unlike partners in a general partnership, limited partners in a limited partnership have limited liability.

With a LegalZoom Limited Partnership, you get:

Preliminary clearance of your LP name with your state to ensure the name is available
Creation and filing of your Certificate of Limited Partnership with the Secretary of State (or appropriate state agency)
Forms of consent for new partners

+ state filing fee

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Complete our simple
online questionnaire

We create your LP
documents and file them with
the Secretary of State

We send you your official filed
documents along with easy
instructions for next steps

View the process

Deluxe LP Kit includes leather embossed partnership binder, official partnership seal and CD with 20 customized partnership certificates (available with Standard and Express Gold packages)
Our online process was developed by experienced attorneys
100% satisfaction guarantee and total customer support

LegalZoom exceeded all of my expectations. I was able to track the status of my order and received updates as my order progressed through the process.

Alan J., Belvidere TN

What is a partnership and how do I create one?
What is a partnership and how do I create one?

A partnership is a business owned by two or more people. There are three different types of business partnerships:
1. General partnership
2. Limited partnership
3. Limited liability partnership
A general partnership may require filing a DBA/Business Name statement with the state or county if the business name does not include the surnames of the partners. Forming either a limited partnership or a limited liability partnership usually requires filing a Certificate with the Secretary of State or the appropriate state agency.
What's the difference between a general partner and a limited partner?

What's the difference between a general partner and a limited partner?

General partners control the partnership's day-to-day operations and take on the legal debts and obligations of the business. In other words, they run the business. Because the general partners are responsible for any debts or lawsuits incurred by the business, often a general partnership is structured with a corporation or LLC as the general partner, in order to protect all concerned from liability. General partners often form corporations or LLCs to protect themselves from liability.

Limited partners contribute capital to the partnership, but do not participate in the daily operations of the business. As an added benefit, they are also shielded from business debts and other liabilities. Limited partnerships are a great choice for investors who lack the time or expertise to run a business, but would like to share in the profits.
What are some of the advantages and disadvantages of a limited partnership?
What are some of the advantages and disadvantages of a limited partnership?

Advantages:
- Easier to attract investors since the only liability for limited partners is the capital they invest in the business
- Allows general partners to focus their efforts on running the business
- Limited partners can leave or be replaced without dissolving the LP
Disadvantages:
- Filings, formalities and state requirements
- An individual acting as general partner assumes personal liability unless the partner forms an LLC, corporation or other company with limited liability protection

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*Available in most states. After the 30-day trial period, benefits to the Business Legal Plan (also Business Advantage Pro) continue automatically for $29.99 per month. For states where Business Advantage Pro is not available, benefits to Business Advantage Standard continue automatically for $7.99. You can cancel by calling (877) 818-8787. For full details, see the Legal Plan Contract and Advantage Terms of Service.

With a LegalZoom Limited Partnership, you get:

What is a partnership and how do I create one?

What's the difference between a general partner and a limited partner?

What are some of the advantages and disadvantages of a limited partnership?

Advantages:

Disadvantages: