Domestic Limited Partnership Formation Filing in Kentucky

At a glance

Requirements one by one

Certificate, agreement, and signers

Ky. Rev. Stat. § 362.2-201(1) says that, to form an LP, a certificate of limited partnership “shall be delivered to the Secretary of State for filing.” It must state the name, designated-office street address, registered office and agent, and each general partner’s name and street address. Section 362.2-201(2) adds an express statement if the LP elects limited liability limited partnership status. Under § 362.2-204(1)(a), all general partners listed sign the initial certificate; subsection (2) allows an attorney in fact to sign a Chapter 362.2 record.

The partnership agreement governs partner relations where it supplies a term, with Chapter 362.2 as the default under § 362.2-110(1). The initial filing list in § 362.2-201(1) names a certificate, not an agreement attachment. Section 362.2-201(4) also assigns priority if agreement and public record conflict: the agreement governs partners and transferees, but the filed record prevails for a nonpartner who reasonably relies on it to their detriment.

Name, offices, and agent

Ky. Rev. Stat. § 362.2-108 sends LP names to § 14A.3-010. Subsection (8) requires an ordinary LP to end its name with “limited partnership,” “limited,” “L.P.,” “LP,” or “Ltd.”; subsection (9) has a separate LLLP designator. Section 14A.3-010(1) requires a distinguishable name of record. The exception in subsection (24) refers to a “partnership,” which § 14A.1-070(26) defines separately from a limited partnership in subsection (7).

Section 362.2-114(1) requires both a designated office and a registered office with a process agent. Under § 14A.4-010(1), the agent is a Kentucky resident individual or qualified entity with a business address identical to the registered office. If the agent does not sign the appointing document, § 14A.4-010(2) makes appointment effective only after the agent delivers written acceptance to the Secretary of State.

Fee, effective time, and filing evidence

Ky. Rev. Stat. § 362.2-122(1) sets a $40 fee for the initial certificate. Section 362.2-121 applies KRS 14A.2 filing rules, and § 362.2-206(1) directs the Secretary to file a complying record once fees are paid. Under § 14A.2-070(1)-(2), a document takes effect at filing or a stated later time/date, with a 90-day outer limit. If a delayed date is stated without a time, it takes effect at 5 p.m. Frankfort time on that date.

Section 14A.2-100(3) requires a copy acknowledging the time and date of filing. Its subsection (6) makes filing ministerial: the acknowledgment does not itself presume the record or its information valid or correct.

Publication and immediate follow-up

The ordinary formation path in Ky. Rev. Stat. §§ 362.2-201 and -206 and 14A.2-100 specifies certificate delivery, fee payment, filing, and acknowledgment. It states no newspaper-publication deadline or proof filing for the initial LP certificate.

What trips people up

Agent acceptance is a separate condition when the agent has not signed. Ky. Rev. Stat. § 14A.4-010(2) requires a written acceptance delivered to the Secretary of State; naming an agent in § 362.2-201(1)(c) alone does not satisfy that condition.

The delayed-date default is late afternoon. Ky. Rev. Stat. § 14A.2-070(2) specifies 5 p.m. prevailing Frankfort time when a delayed effective date has no stated time, and limits a delayed date to the ninetieth day after filing.

Common questions

May an attorney sign for a general partner? Yes. Ky. Rev. Stat. § 362.2-204(2) says any person may sign a record under Chapter 362.2 through an attorney in fact.

Does a filed certificate prove all its facts correct? No. Ky. Rev. Stat. § 14A.2-100(6) says filing does not create a presumption that the record is valid or its information correct.

Statutes and sources

• Ky. Rev. Stat. § 362.2-108: Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-110(1): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-114(1): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-121: Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-122(1): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-201: Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-204(1)(a): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-204(2): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 362.2-206: Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.1-070(7): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.1-070(26): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.3-010(1): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.3-010(8): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.3-010(9): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.4-010(1)-(2): Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.2-070: Current official Kentucky statute (accessed 2026-09-23).
• Ky. Rev. Stat. § 14A.2-100: Current official Kentucky statute (accessed 2026-09-23).