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Home/Specialty Entities/Limited Partnership
Specialty Entities
GP + LP · classic structure

Form a Limited Partnership. GP manages. LPs passive.

A Limited Partnership (LP) has at least one general partner (with management authority and unlimited liability) and at least one limited partner (passive, with liability limited to investment). LPs are common for investment funds (private equity, venture capital), real estate, and family wealth (FLPs). The state filing (Certificate of Limited Partnership) is required to maintain limited-partner liability protection.

Form LP
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How it works

How we handle Limited Partnership, end-to-end.

A Limited Partnership (LP) has at least one general partner (with management authority and unlimited liability) and at least one limited partner (passive, with liability limited to investment).

1

Use case + structure

Investment fund (GP manages, LPs invest), real estate (GP organizes deals, LPs passive), family wealth (parents GP, children LPs in FLP), traditional partnership format. We pick the right LP structure.

2

GP selection

GP has management authority and unlimited liability. Often the GP is a small LLC or corporation to limit personal liability (LP/LLC sandwich structure). Single-member or multi-member.

3

Certificate filing

Certificate of Limited Partnership filed with state. Required to maintain LP liability protection. State fees vary $50-$300.

4

Partnership agreement + EIN + BOI

Partnership agreement specifies capital, profits, decisions, exits. EIN obtained. BOI report filed with FinCEN. Standard LP setup.

What we'll set up for you

A clean handoff, in four steps.

You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.

01 · Name + Brand

A name that's actually available.

Real-time check against the state register, USPTO trademark database, and matching domains.

02 · State filing

Filed with the Secretary of State.

We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.

03 · Federal IDs

EIN + the right tax setup.

Federal Employer ID with the IRS, plus state tax accounts when your business needs them.

04 · Stay compliant

Registered Agent + deadline tracking.

Your agent on file in every state, with every renewal and annual report tracked in one calendar.

Pricing

Transparent limited partnership pricing.

Government fees pass through at cost. No upsells.

Standard LP

$399
LP formation.

Certificate of Limited Partnership filing, partnership agreement, EIN, BOI report. Standard LP setup.

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LP + GP LLC

$899
LP with LLC GP.

Standard LP plus formation of LLC general partner. Protects individuals from GP's unlimited liability. Common modern structure.

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Investment fund LP

$9999
Fund-grade documentation.

LP for investment fund use: GP entity, LP partnership agreement, side letters, subscription agreement. Coordinated with fund formation counsel. For PE, VC, and hedge funds.

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FAQ

About the Limited Partnership Formation Service.

What is a limited partnership?
A limited partnership (LP) has at least one general partner who manages the business and bears unlimited liability, and one or more limited partners who invest but stay passive and are liable only up to their investment. It is common for investment funds and real estate deals. We form the entity and structure the partner roles.
How is an LP different from an LLC?
An LP splits partners into managing general partners with full liability and passive limited partners with limited liability, while an LLC can give all members limited liability. LPs suit investment structures with passive investors; LLCs suit most operating businesses. We help you choose the right one.
Who uses a limited partnership?
Commonly investment funds, real estate syndications, and family wealth structures, where a general partner manages and limited partners contribute capital passively. The LP structure fits raising money from investors who do not run the business. We help set it up for that purpose.
Does the general partner have unlimited liability?
Yes: the general partner manages the LP and bears unlimited personal liability, which is why the general partner is often itself an LLC or corporation to add a shield. We commonly form an LLC to serve as the general partner so the managing role is protected.
How are limited partners protected?
Limited partners have liability limited to their investment as long as they stay passive and do not take part in management; participating in control can cost them that protection. We structure the LP and agreement so the limited partners' passive status and protection are preserved.
How is an LP taxed?
As a pass-through by default: income and losses flow to the partners' returns, with the general and limited partners taxed on their shares, and self-employment tax treatment differing between them. We flag the tax picture so the LP's structure fits your investment and tax goals.
Do I need a partnership agreement for an LP?
Yes, a detailed one: the limited partnership agreement governs capital contributions, the profit waterfall, management authority, and investor rights, which are central to an investment vehicle. We help draft or coordinate the agreement so the economics and control are clear.
Should the general partner be an entity?
Usually yes: because the general partner carries unlimited liability, it is commonly a separate LLC or corporation so no individual is personally exposed for the LP's obligations. We form that general-partner entity as part of structuring the LP.
Can File.Business set up a limited partnership?
Yes: we form the LP and, typically, an LLC to serve as the general partner, obtain EINs, provide agents, and coordinate the partnership agreement, so your investment structure has the right roles and protections. We also help you weigh an LLC if that fits better.

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