Domestic Limited Partnership Formation Filing in District of Columbia

At a glance

Requirements one by one

Agreement and certificate

D.C. Code § 29-701.02(11) allows the partnership agreement to be oral, implied, recorded, or combined. Under § 29-701.08(c), prospective initial partners may make an agreement before formation that becomes the partnership agreement when the LP forms; § 29-701.07(a) governs how that agreement affects partner relations. Formation itself requires the certificate under § 29-702.01(a). With substantial compliance, § 29-702.01(c) requires the certificate to be effective and at least two people to have become partners, including a general partner and a limited partner.

The certificate lists the LP name, the § 29-104.04 agent information, each general partner's name and street and mailing addresses, the principal office's street and mailing addresses, and whether the LP elects limited liability limited partnership status. Those fields come from § 29-702.01(a). The general entity-filing rule, § 29-102.01(a)(6), also requires names and residence and business addresses for people who hold more than 10% of the specified ownership or distribution interests, or who control financial, operational, or day-to-day decisions even at or below that threshold. DLP-1 expressly calls for both general and limited partners meeting that test. Section 29-102.01(a)(8) bars registration or doing business if that disclosure is omitted.

Name, agent, and signing

Section 29-103.02(d) requires “limited partnership,” “L.P.,” or “LP” in an ordinary LP name and reserves different designators for an LLLP. Section 29-103.01(a)-(b) requires a name distinguishable on the Mayor's records, with a consent-and-name-change route. Sections 29-104.03 and 29-104.04 supply the agent name or office details and D.C. address requirements; designation of a named agent affirms consent. Every general partner listed in the certificate signs it under § 29-702.04(a)(1), even though the current DLP-1 page has one signature field; § 29-702.04(b) permits an attorney in fact to sign.

Fee, filing, and evidence

The current $99 base certificate charge appears in official 17 DCMR § 607.1 and DLCP's limited-partnership fee page. Section 29-102.01(c) requires the applicable fee with the filing; subsection (d) allows the Mayor to require an identical or conformed copy of a written filing. Under § 29-102.03, the record may take effect on filing, at a later time the same day, or at a permitted delayed date and time no more than 90 days after filing. Effectiveness alone is not the entire formation test: § 29-702.01(c) also requires the partner mix. If an agreement conflicts with the filed record, § 29-702.01(d) makes the agreement prevail for partners and transferees, but the filed record prevails for outsiders who reasonably rely on it to their detriment.

What trips people up

DLP-1's single signature line does not change § 29-702.04(a)(1)'s all-listed-general-partners rule. The current DLCP domestic-LP page calls DLP-1 a “statement of qualification”; the form title and § 29-702.01(a) identify the required filing as a certificate of limited partnership. The formation certificate and general filing provisions, together with DLP-1, state no newspaper-publication or proof-filing step.

Common questions

Must the public certificate list every limited partner? Section 29-702.01(a)(3) specifically lists each general partner. Separately, § 29-102.01(a)(6)'s ownership and control disclosure can require identifying a limited partner who meets its threshold or control test.

Can one attorney in fact sign for the general partners? Section 29-702.04(b) permits a person to sign a record by an attorney in fact; subsection (a)(1) still requires the initial certificate to be signed for every listed general partner.

Does filing alone establish the LP? Section 29-702.01(c) also requires two partners, one general and one limited, when the certificate becomes effective.

Statutes and sources

Official code, regulation, and agency guidance accessed September 23, 2026:

• D.C. Code § 29-701.02(7): “(7) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.” (official source; accessed September 23, 2026).
• D.C. Code § 29-701.02(9): “(9) “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, or “domestic limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter X of this chapter , Chapter 2 of this title , or § 29-711.01(a) or (b). The term includes a limited liability limited partnership.” (official source; accessed September 23, 2026).
• D.C. Code § 29-701.02(11): “(11) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the matters described in § 29-701.07 . The term includes the agreement as amended or restated.” (official source; accessed September 23, 2026).
• D.C. Code § 29-701.07(a): “(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement shall govern relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.” (official source; accessed September 23, 2026).
• D.C. Code § 29-701.08(c): “(c) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.” (official source; accessed September 23, 2026).
• D.C. Code § 29-702.01(a): “(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state: (1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d) ; (2) The information required by § 29-104.04 ; (3) The name and the street and mailing address of each general partner and the limited partnership’s principal office; (4) Whether the limited partnership is a limited liability limited partnership; and (5) Any additional information required by subchapter X of this chapter .” (official source; accessed September 23, 2026).
• D.C. Code § 29-702.01(c): “(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title , a limited partnership is formed when: (1) The certificate of limited partnership has become effective: (2) At least 2 persons have become partners; (3) At least one person has become a general partner; and (4) At least one person has become a limited partner.” (official source; accessed September 23, 2026).
• D.C. Code § 29-702.01(d): “(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title : (1) The partnership agreement shall prevail as to partners and transferees; and (2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.” (official source; accessed September 23, 2026).
• D.C. Code § 29-702.04(a)(1): “(1) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.” (official source; accessed September 23, 2026).
• D.C. Code § 29-702.04(b): “(b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.” (official source; accessed September 23, 2026).
• D.C. Code § 29-102.01(a)(5)-(6): “(5) The entity filing shall state the name and capacity, if any, of each individual who signed it, either by or on behalf of the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification. (6) For entity registration filings made on or after January 1, 2020, the filing shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity: (A) Exceeds 10%; or (B) Does not exceed 10%; provided, that the person: (i) Controls the financial or operational decisions of the entity; or (ii) Has the ability to direct the day-to-day operations of the entity.” (official source; accessed September 23, 2026).
• D.C. Code § 29-102.01(a)(8): “(8) If an entity submits an entity registration filing that does not include the information required by paragraphs (6) or (7) of this subsection, the entity shall not be allowed to register or do business in the District.” (official source; accessed September 23, 2026).
• D.C. Code § 29-102.01(c)-(d): “(c) When an entity filing is delivered to the Mayor for filing, any fee required under this chapter and any fee, tax, or penalty required to be paid under this title or law other than this title shall be paid in a manner permitted by the Mayor or by that law. (d) The Mayor may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.” (official source; accessed September 23, 2026).
• D.C. Code § 29-102.03: “Except as otherwise provided in this title and subject to § 29-102.05(d) , an entity filing shall be effective: (1) On the date and at the time of its filing by the Mayor as provided in § 29-102.06 ; (2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under paragraph (1) of this section; (3) If permitted by this title, at a specified delayed effective time and date, which shall not be more than 90 days after the date of filing; or (4) If a delayed effective date as permitted by this title is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.” (official source; accessed September 23, 2026).
• D.C. Code § 29-103.01(a)-(b): “(a) Except as otherwise provided in subsections (b) and (d) of this section, the name of a domestic entity, and the name under which a foreign filing entity or foreign limited liability partnership may register to do business in the District, shall be distinguishable on the records of the Mayor from any: (1) Name of another domestic filing entity or limited liability partnership; (2) Name of a foreign entity that is registered to do business in the District under subchapter V of this chapter ; (3) Name that is reserved under § 29-103.03 ; (4) Name that is registered under § 29-103.04 ; or (5) Assumed name registered under subchapter I-C of Chapter 28 of Title 47 . (b) An entity may consent in a record to the use of its name by another registered entity, but the consenting entity must, in a form satisfactory to the Mayor, change its name so that it is distinguishable from any name in any category of names in subsection (a) of this section.” (official source; accessed September 23, 2026).
• D.C. Code § 29-103.02(d): “(d) The name of a limited partnership may contain the name of any partner. If the limited partnership is not a limited liability limited partnership, the name shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and shall not contain the phrase “limited liability limited partnership” or “registered limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP”. If the limited partnership is a limited liability limited partnership, the name shall contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP” and shall not contain the abbreviation “L.P.” or “LP”.” (official source; accessed September 23, 2026).
• D.C. Code § 29-104.03: “If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a: (1) Street address in the District; and (2) Mailing address in the District, if different from the address described in paragraph (1) of this section.” (official source; accessed September 23, 2026).
• D.C. Code § 29-104.04(a)-(b): “(a) A registered agent filing shall be signed by the entity and state: (1) The name of the represented entity’s commercial registered agent; or (2) If the entity does not have a commercial registered agent: (A) The name and address of the entity’s noncommercial registered agent; or (B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person. (b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.” (official source; accessed September 23, 2026).
• 17 DCMR § 607.1: “607.1 The following fees shall be charged for filings by limited partnerships: Certificate of limited partnership: ninety-nine dollars ($99);” (official source; accessed September 23, 2026).
• D.C. DLCP, limited partnership filing fees: “The following fees shall be charged for filings by limited partnerships: Certificate of limited partnership: ninety-nine dollars ($99);” (official source; accessed September 23, 2026).
• D.C. DLCP, Form DLP-1 (September 2023): “4. State the names and addresses of each person (general and limited partner) that has interest or control over this partnership (review to the top section for more information)” (official source; accessed September 23, 2026).
• D.C. DLCP, Form DLP-1 (September 2023): “7. Name of the Partner or Authorized Person 7A. Signature of the Partner or Authorized Person” (official source; accessed September 23, 2026).
• D.C. DLCP, Domestic Limited Partnership: “To register domestic limited partnership in the District, customer shall deliver statement of qualification form DLP-1 to the Superintendent for filing either by web or by mail / walk-in.” (official source; accessed September 23, 2026).