Certificate of Limited Partnership for Domestic Limited Partnership

A domestic limited partnership is a partnership formed under the Revised Limited Partnership Act with one or more general partners and one or more limited partners. A limited partnership may be formed by the general partner(s) by executing a partnership agreement (See §121-110 of the New York State Revised Limited Partnership Act) and filing a Certificate of Limited Partnership with the Department of State pursuant to Section 121-201 of the Revised Limited Partnership Act.

How to File

• Complete and file the Certificate of Limited Partnership with the Department of State.
• Section 121-102 of the New York State Revised Limited Partnership Act includes provisions relating to the use of certain words and phrases in the name of the limited partnership. For example, the name of the limited partnership must contain the words "Limited Partnership" or the abbreviation "L.P." In addition, certain words and phrases also require the consent or approval from another agency prior to filing the document with the Division of Corporations.
• The completed Certificate of Limited Partnership, together with the filing fee of $200, should be forwarded to:
  • New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

  Name Availability

  • The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
  • The records of the Division of Corporations may be searched for availability of name by submitting a written request to:
    • Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
    • The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched. Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.

    Fees

    $200 filing fee for Certificate of Limited Partnership.

    Preferred payment methods include: money order, MasterCard, Visa or American Express.

    • To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
    • Money orders should be made payable to the “Department of State.”

    Expedited Processing

    • Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
    • Preferred payment methods include: money order, Mastercard, Visa or American Express.

    Additional Information

    Section 121-201 of the New York State Revised Limited Partnership Act requires that within 120 days after the filing of the certificate of limited partnership, a limited partnership (LP) must publish in two newspapers a copy of the certificate of limited partnership or a notice related to the formation of the LP. The newspapers must be designated by the county clerk of the county in which the office of the LP is located, as stated in the certificate of limited partnership. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.

    Contact Division of Corporations, State Records and Uniform Commercial Code

    Contact the Division of Corporations, State Records, and Uniform Commercial Code