Domestic Limited Partnership Formation Filing in Minnesota

At a glance

Requirements one by one

Agreement and public certificate

Minn. Stat. § 321.0102(11) defines the domestic LP as having general and limited partners and being formed by two or more persons. Under § 321.0102(13), an agreement may be oral, implied, or recorded. Under § 321.0201(a), the certificate states the name, initial designated-office and agent street and mailing addresses, each general partner's name and street and mailing addresses, and whether it is an LLLP. Article 11 may add information in its circumstances; ordinary formation has no limited-partner name field.

Name, agent, and filing

Under § 321.0108(b), the ordinary LP name has its required designator; § 321.0108(e) requires a distinguishable name. The alternatives in § 321.0108(e)(1)-(3) call for a written consent, certified court decree, or qualifying affidavit filed with the certificate. Under § 321.0114, the LP keeps a registered office and agent, and § 5.36 places the agent's business office at the registered-office address. Under § 321.0204(a)(1), every general partner listed signs the initial certificate; § 321.0204(b) permits an attorney in fact. Under § 321.0206(a), the record needs a caption, accepted medium, delivery, and fee payment before filing.

Fee and effective time

Under § 321.0206(d)(1), the certificate fee is $100. Under § 321.0201(c), substantial compliance forms the LP when the secretary files the record, subject to § 321.0206(c). A specified later date is limited to the 30th day after filing; without a specified time, the record takes effect at 12:01 a.m. on the earlier date. The secretary sends the filed record copy under § 321.0206(a)(3).

What trips people up

The filing does not settle every agreement dispute. Under § 321.0201(d), the agreement prevails as to partners and transferees, while the filed record prevails as to outsiders who reasonably rely on it to their detriment. That rule does not determine the validity of a particular disputed agreement.

LLLP status is a stated choice. The initial certificate must answer whether the LP is an LLLP under § 321.0201(a)(4); § 321.0108(c) gives that status a different designator. The ordinary LP row does not determine partner liability.

The initial certificate and filing provisions in §§ 321.0201 and 321.0206 set no newspaper publication, deadline, or proof filing.

Common questions

Can partners make an oral agreement? Section 321.0102(13) expressly includes one. A public certificate still must be filed for formation under § 321.0201.

Must every general partner sign? Yes, every general partner listed in the initial certificate signs under § 321.0204(a)(1).

What if the certificate says a later date but no time? Under § 321.0206(c), it takes effect at 12:01 a.m. on the stated date or the 30th day after filing, whichever is earlier.

Statutes and sources

Verbatim passages and official source URLs are recorded in the statutes entries above, accessed September 23, 2026.