Domestic Limited Partnership Formation Filing in Indiana
At a glance
| Governing law and LP scope | Ind. Code art. 23-16, with shared filing/name/agent rules in art. 23-0.5; § 23-16-3-2 certificate |
|---|---|
| Partnership agreement | Written agreement required; GP status generally requires signing it; keep copy at office (§§ 23-16-1-11, -3-1, -2-6) |
| Certificate fields and partners | LP name; office and service-agent address/name; each GP name/business address; latest dissolution date; optional matters (§ 23-16-3-2) |
| Name and distinguishability | “limited partnership” or “L.P.”; no limited-partner name except stated cases; distinguishable from listed names, with consent route (§§ 23-0.5-3-1, -3-2) |
| Agent and office | Indiana agent maintained; certificate gives agent and office; filing states consent or representation of consent (§§ 23-16-3-2; 23-0.5-4-1, -4-3) |
| Execution and filing office | Execute original signed certificate; signer name/capacity; deliver to secretary of state (§§ 23-16-3-2, -3-7; 23-0.5-2-1) |
| Filing fee and attachments | $75 electronic / $100 other filing; agent-consent representation; copy/cover sheet if required; current form has conditional address addendum (§§ 23-0.5-9-10, -2-1, -2-2) |
| Effective time and proof | Filing time or later filing-day time; shared law caps a permitted delayed date at 90 days; status certificate evidences stated facts (§§ 23-0.5-2-3, -2-6, -2-8) |
| Publication and follow-up | No initial newspaper proof in certificate/filer scheme; GPs promptly send filed certificate copy to LPs unless agreement varies (§§ 23-16-3-2, -3-7, -3-10) |
| Scope and outcome limits | Ordinary domestic LP certificate under art. 23-16; foreign, LLP/LLLP election, tax, securities, liability, and specific outcome outside table |
Requirements one by one
Written agreement and certificate
Ind. Code § 23-16-1-11 defines a partnership agreement as written. Section 23-16-3-1 requires an LP to have one and, subject to its stated exceptions, ties general-partner rights and liabilities to the person's signature on the agreement. Ind. Code § 23-16-2-6 requires the agreement to be kept with the LP's records. Separately, § 23-16-3-2 requires an executed certificate filed with the secretary of state. The domestic LP definition in § 23-16-1-9 requires at least two persons, including general and limited partners.
Certificate, name, and agent
Section 23-16-3-2 requires the LP name, office and service-agent address and name, every general partner's name and business address, and a latest dissolution date. Under § 23-0.5-3-2, an ordinary LP name contains “limited partnership” or “L.P.”; limited-partner names are restricted by that section. Ind. Code § 23-0.5-3-1 requires distinguishability from the names it lists and allows the specified consent in a record, except for reserved names. Ind. Code § 23-0.5-4-1 requires a maintained agent; § 23-0.5-4-3 requires a consent statement or representation in the registered-agent filing.
Signing, fee, and effect
Ind. Code § 23-16-3-7 directs delivery of the original signed certificate and says an agent or fiduciary signing it need not exhibit proof of authority to file. Ind. Code § 23-0.5-2-1 requires an authorized signature and the signer's name and capacity. Ind. Code § 23-0.5-9-10 sets the certificate fee at $75 for an electronic filing or $100 otherwise. Under § 23-0.5-2-3, an entity filing takes effect at filing or a specified later time that day. The shared law allows a delayed date up to ninety days only if that date is permitted for the filing; an untimed permitted date takes effect at 12:01 a.m. Confirm delayed-date handling for a paper LP certificate with the filing office.
What trips people up
Paper requirements can depend on filing method. Section 23-0.5-2-1 allows the secretary to require an identical or conformed copy with a written filing, and § 23-0.5-2-2 permits a prescribed cover sheet. The Secretary of State's 2026 State Form 51586 conditionally calls for State Form 9900382 when its remote-office or commercial-mail-address box is used.
The filing acknowledgment has a limited role. Ind. Code § 23-0.5-2-6 requires an electronic copy and acknowledgment of filing date and time, but says acceptance creates no presumption about correctness or validity. Ind. Code § 23-0.5-2-8 lets a person request a certificate of existence, conclusive as to its stated facts subject to qualifications.
Limited partners receive the filed record. Ind. Code § 23-16-3-10 requires the general partners promptly to deliver or mail the filed certificate to each limited partner unless the agreement provides otherwise. The certificate and shared filing scheme in §§ 23-16-3-2, 23-16-3-7, and 23-0.5-2-1 does not set an initial newspaper publication or proof filing.
Common questions
Can the agreement be oral? Indiana defines it as written in § 23-16-1-11, and § 23-16-3-1 requires an LP to have one.
Does the certificate disclose limited partners? Section 23-16-3-2 requires each general partner's name and business address. It lists no limited-partner-name field; the agreement and records rules address the partners separately.
Does a consent to a similar name always work? Section 23-0.5-3-1 permits a covered entity's consent in a satisfactory record but says consent cannot be given for a reserved name.
Statutes and sources
- Ind. Code art. 23-16, 2026 chapter 1, chapter 2, and chapter 3 (accessed 2026-09-23).
- Ind. Code art. 23-0.5, 2026 filing, name, agent, and fee chapters (accessed 2026-09-23).
- Indiana Secretary of State, State Form 51586 (2026) (accessed 2026-09-23).
Source links
Every statute quoted above, linked, with the date we checked it.
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