Domestic Limited Partnership Formation Filing in California

At a glance

Requirements one by one

Agreement, certificate, and signatures

Cal. Corp. Code § 15902.01(a) states that the partners “shall have entered into a partnership agreement” either before or after filing the certificate. It calls for the name, initial principal-office street address, agent name and address, every general partner's name and address, and a different mailing address if one exists. Section 15902.04(a)(1) requires every general partner listed in the initial certificate to sign it; § 15902.08(b) makes a signed filing an affirmation under penalties of perjury. The Secretary of State files a conforming prescribed-form record after the required fee is paid under § 15902.06(a).

Name and agent

Cal. Corp. Code § 15901.08(b) puts “limited partnership,” “L.P.,” or “LP” at the end of an ordinary LP name. Under § 15901.08(d), the name must not mislead and must be distinguishable against filed and reserved LP names. Under § 15901.14(a), a domestic LP maintains a California office and agent; subsection (c) limits agents to a resident individual or qualifying corporation. Under § 15901.16(d)(1), the statute requires the certificate to give an individual agent's California street address, while a corporate agent's address is not put on that certificate.

Fee and legal effective event

Cal. Gov. Code § 12188(b) sets a $70 initial-certificate fee, matching the Secretary of State's current domestic LP filing list. That list marks the initial certificate “Online Only.” Cal. Corp. Code § 15902.01(c) makes Secretary of State filing the formation event. The general delayed-effective provision in § 15902.06(b) expressly excepts § 15902.01, so its otherwise available 90-day delay does not supply a delayed formation date here.

Public record and publication

Cal. Corp. Code § 15902.01(e) permits a filed certificate to be recorded with a county recorder and gives that recording a specific presumption for a bona fide purchaser or encumbrancer of partnership real property in that county. That optional record has a different purpose from the Secretary of State filing that forms the LP. The formation conditions in § 15902.01(a), (c) specify agreement and certificate filing, without a newspaper or proof-of-publication step.

What trips people up

Agreement timing is flexible, but it is required. Cal. Corp. Code § 15902.01(a) permits the partners to enter the agreement before or after filing; § 15901.10(a) explains how its terms govern partner relations and when the statutory defaults supply an answer. A certificate alone does not dispense with the stated agreement requirement.

The public certificate and agreement can matter to different people. Under § 15902.01(d), agreement terms prevail between partners and transferees when they conflict with the filed record, while a nonpartner who reasonably relied on that record to their detriment can invoke the filed record. This page does not decide a particular reliance dispute.

Common questions

Is a notarized signature required on the initial certificate? Cal. Corp. Code § 15902.04(a)(1) names all listed general partners as signers, and § 15902.08(b) treats signing as a perjury affirmation. The formation-signing provisions quoted here do not add a notarial acknowledgment condition.

Does the optional county recording create the LP? No. Section 15902.01(c) makes the Secretary of State filing the formation event. Subsection (e) instead permits a certified copy to be recorded in a county for the stated third-party evidentiary effect.

Statutes and sources

• Cal. Corp. Code § 15901.08(b), (d): ordinary LP name designator and distinguishability. Official Legislative Counsel code (accessed 2026-09-23).
• Cal. Corp. Code §§ 15901.10(a), 15901.14(a), (c), 15901.16(d)(1): agreement hierarchy, in-state office and agent, and initial agent field. Official Legislative Counsel code (accessed 2026-09-23).
• Cal. Corp. Code § 15902.01(a), (c), (e): agreement and certificate requirements, formation event, and optional recording. Official Legislative Counsel code (accessed 2026-09-23).
• Cal. Corp. Code §§ 15902.04(a)(1), 15902.06(a), (b), 15902.08(b): signer, acceptance, delayed-date exception, and affirmation. Official Legislative Counsel code (accessed 2026-09-23).
• Cal. Gov. Code § 12188(b): $70 initial-certificate fee. Official Legislative Counsel code (accessed 2026-09-23).
• California Secretary of State, domestic limited partnership forms and fees: initial certificate is online only and $70. Official filing list (accessed 2026-09-23).