Domestic Limited Partnership Formation Filing in Maine

At a glance

Requirements one by one

Agreement and public certificate

Maine's Uniform Limited Partnership Act defines a domestic LP as an entity formed by at least two people with general and limited partners (§ 1302(11)). A partnership agreement may be oral, implied, recorded, or combined (§ 1302(13)), and it governs internal relations (§ 1310(1)). Section 1321(1), (3) makes the public certificate the express formation filing; it does not list the partnership agreement as an attachment.

The certificate states the LP name, registered-agent filing information, the name, street address, and mailing address of each general partner, and whether the LP elects LLLP status (§ 1321(1)). It lists general partners rather than limited partners. Under § 1321(4), the agreement controls among partners and transferees if it conflicts with a filed record; the record controls for other people who reasonably rely on it to their detriment.

Name, agent, and signature

The ordinary name uses “limited partnership,” “L.P.,” or “LP,” subject to § 1308(1)(A)'s assumed-name exception. An LLLP uses the longer designation instead. Section 1308(1)(B), (D) compares the name with listed entity, assumed, reserved, and mark records and allows specified consent-with-name-change or court-judgment routes. A limited partnership must continuously maintain a registered agent in Maine (§ 1314-A). Title 5, § 105(1) identifies commercial-agent and noncommercial-agent or office-position filing choices; appointment through the named-agent routes affirms consent under § 105(2).

All general partners listed in the certificate sign it under § 1324(1)(A). Section 1324(2) permits a signature by attorney in fact.

Fee, effect, and evidence

The statutory initial certificate fee is $175, due before the filing is effective (§ 1460(7)). The current Secretary of State MLPA-6 form agrees. Section 1326(1) requires a properly captioned record in a medium the Secretary permits; when compliant and paid, the Secretary files it and returns a copy and receipt.

Under § 1321(3), substantial compliance forms the LP when the certificate is filed, subject to § 1326(3)'s effective-time choices. Without a specified time or delayed date, effectiveness is the endorsed filing date and time. A delayed date is limited to the 90th day after filing; if it has no stated time, effect occurs at 12:01 a.m. on the earlier of the specified date and day 90 (§ 1326(3)). A Secretary of State certificate of existence is conclusive evidence of existence, subject to qualifications stated in that certificate (§ 1329(3)).

What trips people up

Section 1459's heading “Publications” concerns the Secretary of State's printing and sale of its own publications. The LP formation and filing sections, §§ 1321 and 1326, specify a certificate, fee, and receipt, but no newspaper publication, publication deadline, or proof filing. The Secretary of State's MLPA-6 is dated 2008 and still labels a “designated office” field; use the current § 1321(1) and Title 5, § 105 for the statutory agent information.

Common questions

Can one general partner sign for the others? The initial certificate must be signed by all general partners it lists (§ 1324(1)(A)); § 1324(2) separately permits attorney-in-fact signing.

Does the certificate need to identify limited partners? Section 1321(1) requires each general partner's name and addresses, but does not include a limited-partner list among the initial public fields.

Does the $175 amount include faster processing? Section 1460(7) sets the base certificate fee; its concluding paragraph treats expedited-service fees separately.

Statutes and sources

The current official chapter index, focused statutes, Secretary of State forms page, and MLPA-6 were checked September 23, 2026.

• 31 M.R.S. § 1302(9): “9. Limited liability limited partnership. "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).
• 31 M.R.S. § 1302(11): “11. Limited partnership. "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 that is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter 11 or section 1453, subsection 1 or 2 . The term includes a limited liability limited partnership.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1302(13): “13. Partnership agreement. "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).
• 31 M.R.S. § 1308(1)(A)-(B): “A. A limited partnership name: (1) May contain the name of any partner; (2) Must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP," unless the limited partnership is filing an assumed name under subsection 2 or a registration of name under section 1309, subsection 2 . If the phrase "Limited Partnership" is used, a limited partnership may also use the abbreviation "L.P." or "LP" without filing an assumed name under subsection 2; and (3) May not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." unless it has been designed as a limited liability limited partnership. If so designated, the name must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "L.P." or "LP." [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as authorized by paragraphs C and D , a limited partnership name must be distinguishable on the records of the Secretary of State from: (1) The name of a corporation, nonprofit corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; (2) Assumed, fictitious, reserved and registered name filings for all entities; and (3) Marks registered under Title 10, chapter 301‑A , unless the registered owner or holder of the mark is the same person or entity as the limited partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1308(1)(D): “D. A limited partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in paragraph B . The Secretary of State shall authorize use of the name applied for if: (1) The entity in possession of the name applied for consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or (2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1310(1): “1. Agreement governs; default. Except as otherwise provided in subsection 2 , the partnership agreement governs relations among the partners and between the partners and the partnership.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1314-A: “Each limited partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A .” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1321(1): “1. Certificate of limited partnership. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: A. The name of the limited partnership, which must comply with section 1308 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. The name and the street and mailing address of each general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Whether the limited partnership is a limited liability limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Any additional information required by subchapter 11 .” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1321(3)-(4): “3. Formed when filed. If there has been substantial compliance with subsection 1 , subject to section 1326, subsection 3 a limited partnership is formed when the Secretary of State files the certificate of limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] 4. Inconsistencies between agreement and filed document. Subject to subsection 2 , 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: A. The partnership agreement prevails as to partners and transferees; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. 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).
• 31 M.R.S. § 1324(1)(A): “A. An initial certificate of limited partnership must be signed by all general partners listed in the certificate.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1324(2): “2. Attorney-in-fact. Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1326(1): “1. Requirements for filing. A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: A. For a statement of dissociation, send: (1) A copy of the filed statement and a receipt for the fees to the person the statement indicates has dissociated as a general partner; and (2) A copy of the filed statement and receipt to the limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. For a statement of withdrawal, send: (1) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (2) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1326(3): “3. Effective date; specified; default. Except as otherwise provided in section 1327 , a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: A. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State endorsement of the date and time on the record; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1329(3): “3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence or is authorized to transact business in this State.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1459(1): “1. Fee schedule. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set the procedures for the sale of these publications.” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1460(7): “A document required to be filed under this chapter is not effective until the applicable fee required by this section is paid. The following fees or penalties must be paid to and collected by the Secretary of State:” (official source; accessed September 23, 2026).
• 31 M.R.S. § 1460(7): “7. Certificate of limited partnership, amendment or cancellation. For filing of a certificate of limited partnership under section 1321 , a fee of $175; for a certificate of amendment under section 1322 , a fee of $50; and for a statement of termination under section 1323 , a fee of $75. For filing of a certificate of amendment under section 1322, subsection 2, paragraph D , a fee of $20, and for filing a restated certificate of limited partnership under section 1322, a fee of $80;” (official source; accessed September 23, 2026).
• 5 M.R.S. § 105(1)-(2): “1. Contents of filing. A clerk or registered agent filing must state: A. The name of the represented entity's commercial clerk or commercial registered agent; or [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] B. If the entity does not have a commercial clerk or commercial registered agent: (1) The name and address of the entity's noncommercial clerk or noncommercial registered agent; or (2) 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 of that person. [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] 2. Consent to serve as agent. The appointment of a clerk or a registered agent pursuant to subsection 1, paragraph A or subsection 1, paragraph B , subparagraph (1) is an affirmation by the represented entity that the agent has consented to serve as such.” (official source; accessed September 23, 2026).
• Secretary of State Form MLPA-6: “Filing Fee $175.00” (official source; accessed September 23, 2026).