Domestic Limited Partnership Formation Filing in Arizona
At a glance
| Governing law and LP scope | Ariz. Rev. Stat. ch. 3 of title 29; two or more persons with general and limited partners; § 29-308 certificate |
|---|---|
| Partnership agreement | Agreement may be written or oral; certificate filing forms LP; agreement can set a different duration (§§ 29-301, -308) |
| Certificate fields and partners | LP name, office and service-agent addresses, every general partner name/business address, latest dissolution date if any, optional terms (§ 29-308) |
| Name and distinguishability | “limited partnership,” “l.p.,” or “LP”; distinguishable from listed entities/reservations/trade names, subject to statutory consent or decree route (§ 29-302) |
| Agent and office | Maintain Arizona records office and qualifying service agent; both reflected in certificate (§§ 29-304, -308) |
| Execution and filing office | All general partners sign, attorney-in-fact allowed; two signed copies to secretary of state (§§ 29-311, -313) |
| Filing fee and attachments | $10 plus $3 per page; two signed copies; locator statement if certificate embedded in agreement (§§ 29-313, -366) |
| Effective time and proof | Filing or later specified time, with substantial compliance; deemed filed on delivery if timely cured (§§ 29-308, -313) |
| Publication and follow-up | No initial newspaper/publication proof in ch. 3 formation scheme; promptly send filed certificate copy to limited partners unless agreement varies (§§ 29-308, -313, -316) |
| Scope and outcome limits | Optional combined LP certificate and LLP qualification statement; separate written-agreement/name conditions (§§ 29-308, -367); other outcomes outside table |
Requirements one by one
Agreement, certificate, and duration
Ariz. Rev. Stat. § 29-301 defines the agreement as a valid written or oral agreement. Under § 29-308, all general partners execute and file a certificate with the secretary of state. The certificate gives the name, records-office and service-agent addresses, each general partner's name and business address, and a latest dissolution date if one is chosen. Section 29-308 otherwise makes the LP perpetual unless the certificate or agreement provides differently or the LP dissolves under chapter 3.
Name and office
Arizona § 29-302 permits “limited partnership,” “l.p.,” or “LP” in the name. It bars a limited partner's name except in its stated circumstances and requires distinguishability from the listed entity names, reservations, and trade names. The consent route also requires added or deleted words; alternatively, a certified final decree establishing prior right may be filed. Arizona § 29-304 requires an Arizona records office and a qualifying service agent, both reflected in the certificate under § 29-308.
Signing, copies, and fee
Arizona § 29-311 requires every general partner to sign the original certificate, permits an attorney-in-fact, and makes the signature an affirmation under penalties of perjury without separate acknowledgment. Section 29-313 directs delivery of two signed copies. Under § 29-366, the filing fee is $10 plus $3 per page; the Secretary of State's current forms page gives the same fee.
What trips people up
Delivery, acceptance, and formation have different roles. Section 29-308 ties formation to filing or a later specified time, provided the certificate substantially complies. Section 29-313 instructs the secretary to endorse, retain, and return the duplicate originals after receiving a conforming certificate and fee. If the office cannot finish review that day, a later determination can deem the certificate filed on its delivery day; a notified defect has a twenty-day cure route.
An agreement can contain the certificate, but needs a locator statement. If the certificate is embedded in an agreement rather than set out separately, § 29-313 requires an accompanying written statement identifying where the filing information appears. That section also permits approved electronic filing formats.
Send filed copies to limited partners. Under § 29-316, the general partners promptly deliver or mail each limited partner a copy of the marked-filed certificate unless the agreement says otherwise. Chapter 3's initial certificate scheme in §§ 29-308, 29-313, and 29-316 sets no newspaper-publication or proof-of-publication step.
Common questions
Can the certificate omit a dissolution date? Yes. Section 29-308 asks for the latest date “if any” and otherwise provides perpetual continuation subject to the certificate, agreement, or chapter.
Can an ordinary LP certificate also seek limited liability partnership qualification? Section 29-308 permits a combined LP certificate and LLP qualification statement if its heading or introductory paragraph identifies both. Arizona § 29-367 sets separate written-agreement and name conditions for that status; its liability consequences are outside this formation table.
Does a limited partner sign the original certificate? Section 29-311 requires every general partner to sign the original. Section 29-308 lists general-partner names and business addresses among required certificate fields.
Statutes and sources
- Ariz. Rev. Stat. §§ 29-301, -302, -304, -308, -311, -313, -316, -366, -367: current official Title 29 sections (accessed 2026-09-23).
- Arizona Secretary of State: partnership forms and filing fees (accessed 2026-09-23).
Source links
Every statute quoted above, linked, with the date we checked it.
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