Domestic Limited Partnership Formation Filing in Hawaii

At a glance

Requirements one by one

Agreement and certificate

Hawaii's Uniform Limited Partnership Act, Chapter 425E, defines an LP as an entity formed by at least two people with at least one general and one limited partner (§ 425E-102). A partnership agreement may be oral, implied, recorded, or a combination; it governs relations among partners and the partnership (§§ 425E-102, 425E-110(a)). Section 425E-201(a), (c) makes the public certificate, delivered to the DCCA director for filing, the express formation step. The agreement is not listed as an initial filing attachment. Section 425E-111(5) requires the LP to keep any agreement made in a record at its registered office.

The certificate lists the LP name, initial principal-office mailing address, registered-agent information, each general partner's name and address, and whether it elects LLLP status (§ 425E-201(a)). It may include other matters, subject to § 425E-110(b); the required public partner list is general partners, while § 425E-111(1) requires an internal list of both partner classes.

Name, agent, and signature

An ordinary LP name uses “limited partnership,” “L.P.,” or “LP”; § 425E-108(b)-(c) reserves the longer LLLP designation for that separate status. Section 425E-108(d)-(e) reaches names that are the same as or substantially identical to listed entity names, marks, and reservations, with limited consent, court-order, and successor routes. Consent alone does not automatically confer a conflicting name.

The LP must continuously maintain a registered agent with a Hawaii business address (§ 425E-114). Section 425R-4(a) supplies the certificate's agent-name, entity-jurisdiction, and service-address choices; an appointment through its individual/entity route affirms the agent's consent under subsection (b). At least one general partner signs the initial certificate (§ 425E-204(a)(1)); an attorney in fact may sign under subsection (b). Signing affirms the facts under penalty of perjury (§ 425E-208(b)).

Fee, filing effect, and evidence

The DCCA's current LP filing page and its November 2025 Form LP-1 set the ordinary certificate charge at $25, plus the $1 State Archives fee described in § 94-8(c). Section 425E-211(a)(1) still prints $50, but § 425E-211(c) refers fee management to § 26-9, whose subsection (l)(1) permits the director to decrease registration fees. The $25 expedited handling charge is optional.

Under § 425E-201(c), substantial compliance forms the LP when the director files the certificate. Section 425E-206(a), (c) describes delivery, the director's filing endorsement, and effectiveness at the time of filing. Its subsection (d) permits a delayed date for conversion and merger articles, not an original LP certificate. Filing is ministerial and does not validate every statement (§ 425E-206.5(d)); director-certified copies are prima facie evidence of their stated facts under § 425E-209.

What trips people up

The initial certificate has an express LLLP choice (§ 425E-201(a)(4)); choosing that status changes the required name under § 425E-108(c). That election does not answer whether a specific partner has limited liability. The chapter's formation, filing, and fee sections (§§ 425E-201, 425E-206, 425E-206.5, 425E-211), together with the DCCA LP-1 filing instructions, specify no newspaper publication, publication deadline, or proof filing.

Common questions

Must every general partner sign? No. Section 425E-204(a)(1) requires at least one general partner's signature on the original certificate. The certificate still names every general partner under § 425E-201(a)(3).

Does the private agreement control an inconsistent public record? Section 425E-201(d) makes the agreement prevail among partners and transferees, while the filed record prevails for other people who reasonably rely on it to their detriment.

Does a filing receipt prove every statement is true? No. Section 425E-206.5(d) says the director's filing duty is ministerial and creates no presumption that the information is correct.

Statutes and sources

Current official statute sections, the DCCA filing page, and Form LP-1 were checked September 23, 2026.

• HRS § 425E-102: “"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 article 11 or section 425E-1204(a) or (b). The term includes a limited liability limited partnership.” (official source; accessed September 23, 2026).
• HRS § 425E-102: “"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 source; accessed September 23, 2026).
• HRS § 425E-108(b)-(e): “(b) The name of a limited partnership that is not a limited liability limited partnership shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP", and shall not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.". (c) The name of a limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.", and shall not contain the abbreviation "L.P." or "LP". (d) Unless authorized by subsection (e), the name of a domestic limited partnership or limited liability limited partnership or foreign limited partnership or limited liability limited partnership as set forth in the certificate of limited partnership or certificate of authority shall not be the same as, or substantially identical to, the name of any domestic corporation, partnership, limited liability partnership, limited partnership, limited liability limited partnership, or limited liability company existing or registered under the laws of this State, any foreign corporation, partnership, limited liability partnership, limited partnership, limited liability limited partnership, or limited liability company authorized to transact business in this State, or any trade name, trademark, or service mark registered in this State, or a name the exclusive right to which is, at the time, reserved, or the name of a partnership which has in effect a registration of its partnership name as provided in this chapter; except that this provision shall not apply if the applicant filed with the director either of the following: (1) The written consent of the other entity or holder of a reserved or registered name to use and register the same or substantially identical name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or (2) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this State. (e) A limited partnership may apply to the director for authorization to use a name that does not comply with subsection (d). The director shall authorize use of the name applied for if, for each conflicting name: (1) The present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the director to change the conflicting name to a name that complies with subsection (d) and is not substantially identical to a name in the records of the director;” (official source; accessed September 23, 2026).
• HRS § 425E-108(e)(2)-(3): “(2) The applicant delivers to the director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for; or (3) The applicant delivers to the director proof satisfactory to the director that the present user, registrant, or owner of the conflicting name: (A) Has merged into the applicant; (B) Has been converted into the applicant; or (C) Has transferred substantially all of its assets, including the conflicting name, to the applicant.” (official source; accessed September 23, 2026).
• HRS § 425E-110(a): “(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership.” (official source; accessed September 23, 2026).
• HRS § 425E-111(1): “(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;” (official source; accessed September 23, 2026).
• HRS § 425E-111(5): “(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;” (official source; accessed September 23, 2026).
• HRS § 425E-114: “Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be: (1) An individual who resides in this State; (2) A domestic entity authorized to transact business in this State; or (3) A foreign entity authorized to transact business in this State.” (official source; accessed September 23, 2026).
• HRS § 425E-201(a)-(d): “(a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certificate shall set forth: (1) The name of the limited partnership; (2) The mailing address of the limited partnership's initial principal office and the information required by section 425R-4(a); (3) The name and the address of each general partner; (4) Whether the limited partnership is a limited liability limited partnership; (5) Any additional information required by article 11; and (6) Any other matter the general partners determine to include therein. (b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 425E-110(b) in a manner inconsistent with that section. (c) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the director if there has been substantial compliance with the requirements of this section. (d) Subject to subsection (b), 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 filed articles of conversion or merger: (1) The partnership agreement prevails as to partners and transferees; and (2) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger 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).
• HRS § 425E-204(a)(1), (b): “(1) A certificate of limited partnership shall be signed by at least one general partner;” (official source; accessed September 23, 2026).
• HRS § 425E-204(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).
• HRS § 425E-206(a), (c)-(d): “(a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, an application for registration as a foreign limited partnership, or any certificate relating thereto, shall be delivered to the director for filing. 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. Unless the director finds that any certificate does not conform to law, upon receipt of all filing fees required by law, the director shall: (1) Stamp the document with the word "Filed" and the date of delivery thereof; and (2) File the document in the director's office. (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the director, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership shall be canceled. (c) Except as otherwise provided in subsection (d) and section 425E-207, a document accepted for filing shall be effective at the time of filing on the date it is filed, as evidenced by the director's date and time endorsement on the original document. (d) Articles of conversion and articles of merger may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document shall not be later than the thirtieth day after the date it is filed.” (official source; accessed September 23, 2026).
• HRS § 425E-206.5(a)-(d): “(a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements. (b) The document shall contain the information required by this chapter. It may contain other information as well. (c) If the director has prescribed a mandatory form for the document, the document shall be in or on the prescribed form. (d) The director's duty to file documents under this chapter is ministerial. The filing or refusal to file a document shall not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.” (official source; accessed September 23, 2026).
• HRS § 425E-208(b): “(b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.” (official source; accessed September 23, 2026).
• HRS § 425E-209: “All certificates issued by the director pursuant to this chapter, and all copies of documents filed in the director's office pursuant to this chapter when certified by the director, shall be taken and received in all courts, public offices, and official bodies, as prima facie evidence of the facts therein stated. A certificate by the director, under the seal of the department of commerce and consumer affairs, as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies, as prima facie evidence of the existence or nonexistence of the facts therein stated.” (official source; accessed September 23, 2026).
• HRS § 425E-211(a)(1), (c): “(a) The following fees shall be paid to the director upon the filing of limited partnership documents: (1) Certificate of limited partnership, $50;” (official source; accessed September 23, 2026).
• HRS § 425E-211(c): “(c) All fees collected under this section shall be managed in accordance with section 26-9.” (official source; accessed September 23, 2026).
• HRS § 425R-4(a)-(b): “(a) An entity's or other person's registered agent filing, as defined by this chapter, shall 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 of the individual or the name, type, and jurisdiction of organization of the entity's noncommercial registered agent and the address of a place of business of the person in this State to which service of process and other notice and documents being served on or sent to the entity represented by it may be delivered; 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 in the State of that person; provided that the office or other position stated in the filing shall comport with the requirements of sections 414-64, 414D-74, 415A-27, 425-21, 425E-117, and 428-110. (b) The appointment of a registered agent pursuant to subsection (a)(1) or [(a)(2)(A)] is an affirmation by the represented entity that the agent has consented to serve as such.” (official source; accessed September 23, 2026).
• HRS § 26-9(l)(1): “(l) Any law to the contrary notwithstanding, the director of commerce and consumer affairs may: (1) Establish, increase, decrease, or repeal fees relating to any aspect of the registration, certification, licensure, or any other administrative process for all laws within the jurisdiction of the department. Amendments to fee assessments shall be made pursuant to chapter 91;” (official source; accessed September 23, 2026).
• HRS § 94-8(c): “(c) In addition to any other fee authorized by law, a state archives preservation fee of $1 shall be assessed for each document that is filed or registered by members of the public with a governmental entity and listed on an authorized records retention and disposition schedule as permanent. The preservation fee shall be collected and deposited in the state archives preservation and long-term access special fund and used to preserve and keep accessible electronic records of such documents in a usable state for the good of the public.” (official source; accessed September 23, 2026).
• DCCA domestic LP filing page: “The fee for filing the Certificate of Limited Partnership (Form LP-1) for a Domestic Limited Partnership or a Domestic Limited Liability Limited Partnership is $25.00, with an additional fee of $25.00 for expedited service. The fee for a certified copy of a filing is $10.00 plus $0.25 per page. There is an additional State Archives fee of $1.00.” (official source; accessed September 23, 2026).
• DCCA Form LP-1 (11/2025): “The certificate must be signed and certified by at least one general partner of the partnership.” (official source; accessed September 23, 2026).