Domestic Limited Partnership Formation Filing in Louisiana
At a glance
| Governing law and LP scope | Civil Code arts. 2801, 2837, 2841 and R.S. 9:3401-3407; ordinary LP is a partnership in commendam formed by contract and registered with Secretary of State |
|---|---|
| Partnership agreement | Written partnership contract creates the juridical partnership; file contract for registry to obtain limited-partner third-party status (C.C. arts. 2801, 2841) |
| Certificate fields and partners | Contract, not separate formation certificate: LP name/TIN, Louisiana principal-place municipal address, and name/municipal address of every partner, including partners in commendam; missing TIN does not invalidate (§ 9:3403(A)) |
| Name and distinguishability | Contract name must clearly identify commendam status for limited liability, e.g. “limited partnership”; optional 120-day name reservation if available (C.C. art. 2838; R.S. 9:3401(C)) |
| Agent and office | Registry contract states Louisiana principal-place municipal address and every partner’s municipal address; no initial registered-agent field stated in this contract rule (§ 9:3403(A)) |
| Execution and filing office | Partners duly execute contract or multiple original; certified copy accepted; file for registry with Secretary of State; online-only if office can accept the filing online (§ 9:3402(A), (D)) |
| Filing fee and attachments | $125 domestic partnership contract filing fee effective Oct. 1, 2026 (R.S. 49:222(B)(4)(c)(i); 2026 La. Act 921); original/multiple original or certified copy (§ 9:3402(A)) |
| Effective time and proof | Partnership created by contract; documents deemed filed on receipt, or deliver for a specified registry time within 30 days; registry certificate conclusively proves due registration (C.C. art. 2801; R.S. 9:3401(B), 3405, 3407) |
| Publication and follow-up | File contract or certified copy plus registry certificate with principal-place parish mortgage recorder; omission does not affect property title or limited-partner status; registry scheme states no newspaper step (§§ 9:3402, 3405-3406) |
| Scope and outcome limits | Commendam partner status depends on filing (C.C. art. 2841); this formation table does not decide partner liability, foreign registration, tax, securities, licensing or disputed existence |
Requirements one by one
Contract, filing, and partners
La. Civ. Code art. 2801 says a partnership is a juridical person “created by a contract between two or more persons.” Article 2837 identifies a partnership in commendam by its general partners and partners in commendam (limited partners). Article 2841 requires a written commendam contract filed for registry with the Secretary of State. Until that filing, partners in commendam are liable to third persons in the same manner as general partners. The contract is the operative record here; Louisiana does not use the separate initial LP certificate found in many states.
La. R.S. § 9:3402(A) calls for the duly executed contract, a multiple original, or a certified copy to be filed. Section 9:3403(A)(1) requires the partnership name and taxpayer identification number, a municipal address for its principal Louisiana place of business, and the name and municipal address of each partner, including every partner in commendam. Under § 9:3403(A)(2), omitting the taxpayer identification number does not invalidate the contract or require the Secretary to reject it. That public disclosure of limited partners is an important difference from general-partner-only certificate states.
Name, address, and filing method
La. Civ. Code art. 2838 ties limited status against third persons to a contract name clearly identifying the partnership in commendam, such as “limited partnership” or “partnership in commendam.” La. R.S. § 9:3401(C) separately allows an available name to be reserved for a nonrenewable 120 days; the reservation is optional under that section. Section 9:3403(A) asks for principal-place and partner addresses but states no initial registered-agent field for this contract.
La. R.S. § 9:3402(B) permits electronic, online, or facsimile filings. Subsection (D)(1) says a filing the Secretary can accept online must be filed online, subject to the stated exception for an individual from a parish with a population of 100,000 or less in subsection (D)(3). Confirm the current filing channel with the Secretary before submitting.
Fee, effect, and evidence
The domestic partnership contract-filing fee is $125 under 2026 La. Act 921, § 1. The enrolled statute makes the change effective on October 1, 2026, as its § 2 expressly provides. The compiled La. R.S. § 49:222(B)(4)(c)(i) still prints the former $100 fee; the enacted amendment controls. Section 9:3401(B) deems documents filed on physical or electronic receipt at a designated office. Section 9:3407 permits delivery in advance for filing and registration at a specified time no later than the thirtieth day after delivery.
Under La. R.S. § 9:3405, after fee payment the Secretary registers and time-stamps the contract, issues a certificate of registry, and treats due registration as of filing time. The certificate is conclusive evidence of due registration; it does not resolve every disputed contract or liability question.
Parish follow-up and publication
La. R.S. § 9:3406 directs a multiple original or Secretary-certified copy of the contract and a copy of the registry certificate to the mortgage recorder in the parish of the partnership's principal place of business. The same section says failure to make that parish filing does not affect immovable-property title in the partnership or a commendam partner's status. Sections 9:3402, 9:3405, and 9:3406 provide the registration and follow-up path without a newspaper-publication or newspaper-proof step.
Common questions
Does the parish filing create limited-partner status? La. Civ. Code art. 2841 points to filing the contract with the Secretary of State. La. R.S. § 9:3406 expressly says omission of the later parish filing does not affect a partner in commendam's status.
Does the registry certificate prove the partnership agreement is valid? La. R.S. § 9:3405 calls the certificate conclusive evidence of due registration. It does not say that every contractual term or asserted partner status is conclusively valid.
Statutes and sources
- La. Civ. Code art. 2801: Current official Louisiana text (accessed 2026-10-02).
- La. Civ. Code art. 2837: Current official Louisiana text (accessed 2026-10-02).
- La. Civ. Code art. 2838: Current official Louisiana text (accessed 2026-10-02).
- La. Civ. Code art. 2841: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3401: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3402: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3403: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3405: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3406: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 9:3407: Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 49:222(B)(4)(c)(i): Current official Louisiana text (accessed 2026-10-02).
- La. R.S. § 49:222(B)(4)(c)(i), as amended by 2026 La. Act 921 § 1: Official enrolled Act 921 (accessed 2026-10-02).
- 2026 La. Act 921, § 2: Official enrolled Act 921 (accessed 2026-10-02).
- 2026 La. Act 921 (HB 908), § 1 and effective-date § 2: $125 October 1, 2026 fee, official bill status (accessed 2026-10-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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