Domestic Limited Partnership Formation Filing in Massachusetts
At a glance
| Governing law and LP scope | Mass. Gen. Laws ch. 109; two or more persons, with at least one general and one limited partner; § 8 certificate |
|---|---|
| Partnership agreement | Agreement may be written or oral; § 8 makes the certificate filing constitutive (§§ 1, 8) |
| Certificate fields and partners | Name, general business character, office and agent addresses, each general partner name/business address, latest dissolution date, optional terms (§ 8) |
| Name and distinguishability | Full words “limited partnership”; name cannot be same or deceptively similar to listed names absent filed written consent (§ 2) |
| Agent and office | Maintain Massachusetts records office and qualifying service agent; agent written consent in or attached to certificate (§§ 4, 8) |
| Execution and filing office | All general partners sign; attorney-in-fact permitted; file with secretary of the commonwealth (§§ 8, 11) |
| Filing fee and attachments | $200 certificate fee; agent written consent in certificate or attached; statute and regulation differ on duplicate original (§§ 8, 13; 950 CMR 108.08, .11) |
| Effective time and proof | Formation at filing or a later specified time, with substantial compliance; secretary endorses accepted filing (§§ 8, 13) |
| Publication and follow-up | Formation certificate scheme requires no initial newspaper publication or proof filing (§ 8; 950 CMR 108.11) |
| Scope and outcome limits | No LLLP election appears among § 8 certificate fields; foreign, tax, securities, liability, and specific outcome outside table |
Requirements one by one
Agreement, certificate, and formation
Mass. Gen. Laws ch. 109, § 1 defines a partnership agreement as a valid written or oral agreement about the LP's affairs and business. Section 8 requires an executed certificate filed with the secretary of the commonwealth. It must give the name, general business character, records-office address, service-agent name and address, every general partner's name and business address, and the latest dissolution date; general partners may add other terms. Section 8 ties formation to filing or a later time specified in the certificate, provided there is substantial compliance. It does not make filing the agreement a formation step.
Name and service agent
Under § 2, the name must spell out “limited partnership” without abbreviation. It may not be the same as or deceptively similar to the covered names unless the other entity's written consent was previously filed. Chapter 109, § 4 requires a Massachusetts office for records and a qualifying service agent; § 8 requires the agent's written consent either in the certificate or attached to it. The Division's 950 Mass. Code Regs. § 108.11 directs the certificate to use the agent's street address.
Signing and fee
Chapter 109, § 11 requires every general partner to sign the original certificate. It permits an attorney-in-fact, and a general partner's signature affirms the stated facts under penalties of perjury. The current 950 Mass. Code Regs. § 108.11 and the Division's filing-fee schedule set the base certificate fee at $200.
What trips people up
Signed-copy instructions conflict. Chapter 109, § 13 directs delivery of two signed copies and describes endorsement and return of a duplicate original. The current Division rule, 950 Mass. Code Regs. § 108.08, says a filing “need not be accompanied by a duplicate original.” The statutory and administrative texts should be read together when choosing a submission method; check the Division's current instructions for a filing.
An agent's consent is part of the formation record. Section 8 permits it on the certificate or as an attachment. The certificate's filing and substantial compliance control formation under § 8. Neither § 8 nor 950 Mass. Code Regs. § 108.11 sets an initial newspaper-publication or proof-filing step.
Common questions
May the agreement be oral? Section 1 includes a valid oral partnership agreement. Section 8 separately specifies the public certificate needed for formation.
May a filing name a later formation time? Yes. Section 8 permits a later time specified in the certificate if its requirements are substantially met; it gives no numerical delay cap.
Does a limited partner sign the original certificate? Chapter 109, § 11 requires all general partners to sign the original. Section 8 requires general-partner disclosure in the certificate and does not list limited-partner names among required fields.
Statutes and sources
- Mass. Gen. Laws ch. 109, §§ 1, 2, 4, 8, 11, 13: current General Court sections (accessed 2026-09-23).
- 950 CMR 108.08, 108.11: current Corporations Division regulations; $200 fee schedule (accessed 2026-09-23).
- MA S 295 (2025-2026): General Court bill history (checked 2026-09-23).
Source links
Every statute quoted above, linked, with the date we checked it.
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