Domestic Limited Partnership Formation Filing in Delaware

At a glance

Requirements one by one

Agreement and certificate

A domestic LP has at least two people, including a general and a limited partner (§ 17-101(11)). The agreement may be written, oral, or implied (§ 17-101(14)); § 17-201(d) expressly allows it to exist before, at, or after the certificate filing. All general partners execute an initial certificate and file it with the Secretary of State (§ 17-201(a)). It names the LP, its Delaware registered office and agent, and each general partner with a business, residence, or mailing address. The required fields do not include limited partners.

Name, agent, and signing

The ordinary LP name includes “Limited Partnership,” “L.P.,” or “LP”; distinguishability is measured against Secretary of State records, with a written-consent route (§ 17-102). The registered agent's business office must match the Delaware registered office (§ 17-104(a)). The current § 17-104(e)(2) also bars an agent from doing its job solely through a virtual office or mail forwarding service.

Section 17-204(a)(1) assigns the initial signature to all general partners. Unless the agreement says otherwise, they may use an agent or attorney in fact; the authorization need not be filed (§ 17-204(b)). Signing constitutes an oath or affirmation under penalty of perjury as to the facts at effectiveness (§ 17-204(d)).

Fee, effective time, and filing evidence

The base filing fee is $200 (§ 17-1107(a)(3)), confirmed by the Division's August 2026 formation form. The statute requires a signed certificate delivered to the Secretary, and payment before the document is effective (§§ 17-206(a), 17-1107(a)). The agency requests a cover letter for processing, but presents it as a convenience rather than a statutory attachment.

With substantial compliance, formation occurs at filing or the later date or time in the certificate (§ 17-201(b)). Section 17-206(b) caps a delayed effective time at the 180th day after filing. The endorsed filing date and time are conclusive absent actual fraud (§ 17-206(a)(1)); § 17-208 also gives public notice of LP status and the certificate's required facts.

What trips people up

LLLP status uses a separate statement of qualification (§ 17-214(a)); the ordinary formation certificate in § 17-201(a) has no LLLP election field. After the Secretary returns a filed certificate, a general partner sends copies to limited partners if the partnership agreement requires it (§ 17-209). Sections 17-201 and 17-206 and the current agency filing form do not impose newspaper publication or a proof filing.

Common questions

Must the agreement exist before the filing? No. Section 17-201(d) expressly permits it before, at, or after filing.

Can a limited partner sign instead of a general partner? The initial certificate must be signed by all general partners under § 17-204(a)(1), though § 17-204(b) allows an agent to sign if the agreement does not prohibit that.

Does a filed certificate prove everything it says? Section 17-208 gives notice of LP status and specified required facts; the filing endorsement conclusively fixes the date and time only absent actual fraud (§ 17-206(a)(1)).

Statutes and sources

The current official Chapter 17 text and the Division of Corporations' LP form were checked September 23, 2026.

• 6 Del. C. § 17-101: ““Limited partnership” and “domestic limited partnership” mean a partnership formed under the laws of the State of Delaware consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners, and includes, for all purposes of the laws of the State of Delaware, a limited liability limited partnership.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-101: ““Partnership agreement” means any agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. A partner of a limited partnership or an assignee of a partnership interest is bound by the partnership agreement whether or not the partner or assignee executes the partnership agreement. A limited partnership (including any protected series or registered series thereof) is not required to execute its partnership agreement.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-102: “Shall contain the words “Limited Partnership” or the abbreviation “L.P.” or the designation “LP” or, in the case of a limited partnership that is formed as or becomes a limited liability limited partnership, shall contain the words, abbreviation or designation required by § 17-214(a) of this title;” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-102: “Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any corporation, partnership, limited partnership, statutory trust, limited liability company, registered series of a limited liability company or registered series of a limited partnership reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign statutory trust, foreign partnership or foreign limited liability company in the State of Delaware; provided, however, that a limited partnership may register under any name which is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any domestic or foreign corporation, partnership, statutory trust, limited liability company, registered series of a limited liability company, registered series of a limited partnership, or foreign limited partnership reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, partnership, statutory trust, limited liability company, registered series of a limited liability company, registered series of a limited partnership, or foreign limited partnership, which written consent shall be filed with the Secretary of State;” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-104: “Each limited partnership shall have and maintain in the State of Delaware: (1) A registered office, which may but need not be a place of its business in the State of Delaware; and (2) A registered agent for service of process on the limited partnership, having a business office identical with such registered office,” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-104: “A registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-201: “In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth: (1) The name of the limited partnership; (2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title; (3) The name and the business, residence or mailing address of each general partner; and (4) Any other matters the partners determine to include therein.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-201: “A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-201: “A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the partnership agreement.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-204: “An initial certificate of limited partnership, a certificate of limited partnership domestication, a certificate of conversion to limited partnership, a certificate of conversion to a non-Delaware entity, a certificate of transfer and a certificate of transfer and domestic continuance must be signed by all general partners or, in the case of a certificate of limited partnership domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on behalf of the non-United States entity or other entity, respectively;” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-204: “Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the Office of the Secretary of State, but if in writing, must be retained by a general partner.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-204: “The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective as provided in this chapter.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-206: “The signed copy of any certificate authorized to be filed under this chapter shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person’s authority as a prerequisite to filing.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-206: “Certify that any certificate authorized to be filed under this chapter has been filed in the Secretary of State’s office by endorsing upon the signed certificate the word “Filed,” and the date and time of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-206: “Notwithstanding any other provision of this chapter, any certificate filed under this chapter shall be effective at the time of its filing with the Secretary of State or at any later date or time (not later than a time on the one hundred and eightieth day after the date of its filing if such date of filing is on or after January 1, 2012) specified in the certificate.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-208: “The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 17-201(a)(1)-(3) or § 17-1202 of this title and by § 17-202(g) of this title and which are permitted to be set forth in a certificate of limited partnership by § 17-218(b) or § 17-221(b) of this title.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-209: “Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-214: “File a statement of qualification as provided in § 15-1001 of this title and thereafter an annual report as provided in § 15-1003 of this title; and (2) Have as the last words or letters of its name the words “Limited Liability Limited Partnership,” or the abbreviation “L.L.L.P.,” or the designation “LLLP.”” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-1107: “No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid.” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-1107: “a certificate of limited partnership under § 17-201 of this title, a certificate of registered series under § 17-221 of this title,” (official text; accessed September 23, 2026).
• 6 Del. C. § 17-1107: “a fee in the amount of $200, plus, in the case of a certificate of cancellation under § 17-203 of this title, a fee in the amount of $50 for each registered series of the limited partnership named in the certificate of cancellation.” (official text; accessed September 23, 2026).
• Division of Corporations LP form (rev. 8/2026): “The fee to file the Certificate is $200.” (official form; accessed September 23, 2026).