Domestic Limited Partnership Formation Filing in Arkansas

At a glance

Requirements one by one

Agreement and certificate

Arkansas defines an LP as an entity with at least one general and one limited partner, formed by two or more persons under § 4-47-102(11). The partnership agreement may be oral, implied, recorded, or a combination; § 4-47-110(a) gives it the internal governance role. For formation, § 4-47-201(a) instead calls for a public certificate with the LP name, designated-office address, service-agent information, each general partner’s name and address, and whether it is an LLLP. Its list does not call for limited-partner names or a signed agreement in the filing.

Name, office, and execution

An ordinary LP’s name uses “limited partnership,” “L.P.,” or “LP,” and must meet the distinguishability rule of § 4-47-108(b), (d). Section 4-47-114(a), (c) requires an Arkansas designated office and service agent; § 4-20-105(a)-(b) gives commercial and noncommercial agent information alternatives and treats appointment as an affirmation of consent. All general partners listed in the certificate sign it; § 4-47-204(b) allows an attorney in fact to sign.

Fee and effective time

The domestic certificate fee is $50 under § 4-47-1301(a)(1). The Secretary of State files a compliant record after the fee is paid under § 4-47-206(a). With substantial compliance, § 4-47-201(c) forms the LP when the Secretary files the certificate, subject to § 4-47-206(c): a record may specify a later effective date, capped at the 90th day after filing. The initial formation provision calls for the certificate rather than a separate newspaper publication or proof filing.

What trips people up

The certificate’s public effect is narrow. Under § 4-47-103(c), a filed certificate gives notice of LP status and of the people identified as general partners, generally not of its other facts. A separate certificate of existence under § 4-47-209(a), (c), available on request and fee payment, can be conclusive evidence of existence subject to its stated qualifications; it is a proof document, not a formation prerequisite.

Common questions

Must limited partners sign the initial certificate? Section 4-47-204(a)(1) assigns signing to all general partners listed in it.

Does an LLLP choice appear on the same certificate? Yes. Section 4-47-201(a)(4) makes the status a stated certificate field; this page does not decide anyone’s liability.

Can the effective date be postponed indefinitely? No. Section 4-47-206(c) uses the earlier of the stated delayed date and the 90th day after filing.

Statutes and sources

Official Arkansas Acts 15 and 638 (2007), Act 814 (2009), and Act 256 (2023) were checked September 23, 2026. The 2009 act supplies the current § 4-47-201(a) agent language, and the 2023 act supplies the current § 4-47-108 name text.

• Ark. Code Ann. § 4-47-102(11), (13): ““Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under subchapter 11 or § 4-47-1206(a) or (b). The term includes a limited liability limited partnership. […] “Partnership agreement” means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-103(c): “A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-108(b), (d): “The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”. […] Unless authorized by subsection (e), the name of a limited partnership must be distinguishable in the records of the Secretary of State from: (1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-110(a): “Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-114(a), (c): “A limited partnership shall designate and continuously maintain in this State: (1) an office, which need not be a place of its activity in this State; and (2) an agent for service of process. […] The Model Registered Agents Act, § 4-20-101 et seq.: (1) Governs the appointment, authority, powers, duties, termination of appointment, and all other provisions concerning an agent for service of process of a limited partnership or foreign limited partnership; and (2) May be used to obtain service of process upon a limited partnership or foreign limited partnership.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-20-105(a)-(b): “A registered agent filing must state: (1) the name of the represented entity’s commercial registered agent; or (2) if the entity does not have a commercial registered agent, the name and address of the entity’s noncommercial registered agent: (A) the name and address of the entity's registered agent; or (B) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. (b) The appointment of a registered agent pursuant to subsection (a)(1) or (2) is an affirmation by the represented entity that the agent has consented to serve as such.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-201(a): “In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the name of the limited partnership, which must comply with § 4-47-108; (2) the street and mailing address of the initial designated office and the information concerning the limited partnership’s agent for service of process required by § 4-20-105(a); (3) the name and the street and mailing address of each general partner; (4) whether the limited partnership is a limited liability limited partnership; and (5) any additional information required by subchapter 11.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-201(b)-(c): “A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 4-47-110(b) in a manner inconsistent with that section. (c) If there has been substantial compliance with subsection (a), subject to § 4-47-206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-204(a)(1), (b): “An initial certificate of limited partnership must be signed by all general partners listed in the certificate. […] Any person may sign by an attorney in fact any record to be filed pursuant to this Act.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-206(a): “A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record’s purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-206(c): “a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: (1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State’s endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-209(a), (c): “The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. […] Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State.” (official text; accessed September 23, 2026).

• Ark. Code Ann. § 4-47-1301(a)(1): “The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing by a domestic or foreign limited partnership: Document Fee (1) Registration of certificate of domestic limited Partnership $ 50.00” (official text; accessed September 23, 2026).