Domestic Limited Partnership Formation Filing in Mississippi

At a glance

Requirements one by one

Agreement, certificate, and partner condition

The Mississippi Uniform Limited Partnership Act permits an oral, implied, or recorded partnership agreement under § 79-14-102(14). Section 79-14-106(c) allows the intended initial partners to make an agreement that becomes the partnership agreement on formation; § 79-14-105(a) gives it the internal governance role. To form, § 79-14-201(a)-(d) requires delivery of a certificate and its effectiveness and at least two persons as partners, including a general and a limited partner. The certificate names every general partner with street and mailing addresses, but the statutory field list does not require limited-partner names or the agreement as an attachment.

Name, office, agent, and signatures

An ordinary LP name uses “limited partnership,” “LP,” or “L.P.” and must be distinguishable from the categories in § 79-14-114(b), (d). The certificate supplies the principal office's street and mailing addresses; § 79-14-102(16) permits that office to be outside Mississippi. For the agent field, § 79-35-5(a)-(b), as amended in 2021, requires either a commercial agent's name or a noncommercial agent's name, address, and email address. Appointing the agent affirms notice, a forwarding address, and consent. Every general partner listed on the initial certificate signs under § 79-14-203(a)(1); subsection (b) allows an agent to sign.

Fee and effective time

The certificate filing fee is $50 under § 79-14-1301(2). Section 79-14-206(d), (f) allows the Secretary of State to require an identical or conformed copy with a paper filing and a prescribed cover sheet. Under § 79-14-210(a)-(b), the Secretary files a qualifying record and records its filing time as the time of delivery. Section 79-14-207 permits a stated later time or a delayed date no more than 90 days after filing; when no time accompanies a delayed date, effectiveness is at 12:01 a.m. that day.

What trips people up

Filing is not itself a presumption that every statement is correct: § 79-14-210(e) says filing or refusal does not affect validity or create an accuracy presumption. A separate certificate of good standing under § 79-14-211(a), (c) can be conclusive evidence of the facts it states, subject to any qualification in the certificate. The formation rule in § 79-14-201(a)-(d) states no newspaper publication or proof step.

Common questions

May one person both file and be the only partner? No. Section 79-14-201(d) requires at least two persons as partners, including one general and one limited partner.

Does the initial certificate need a seal or notarization? Section 79-14-206(a)(5) says the filing record needs the signer's name and capacity but need not contain a seal, attestation, acknowledgment, or verification.

Can a filing agent sign for a general partner? Section 79-14-203(b) permits an agent to sign a record delivered for filing.

Statutes and sources

The official 2015 SB 2310 final act supplies Chapter 14; the official 2021 SB 2204 final act supplies the current registered-agent email language. The Secretary of State fee schedule corroborates § 79-14-1301(2)'s fee. All were checked September 23, 2026.

• Miss. Code § 79-14-102(14), (16): ““Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Section 79-14-105(a). The term includes the agreement as amended or restated. […] “Principal office” means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-103(c): “A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-105(a)-(b): “Except as otherwise provided in subsections (c) and (d), the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the limited partnership; (2) The activities and affairs of the partnership and the conduct of those activities and affairs; and (3) The means and conditions for amending the partnership agreement. (b) To the extent the partnership agreement does not provide for a matter described in subsection (a), this act governs the matter.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-106(c): “Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-114(b), (d): “The name of a limited partnership that is not a limited liability limited partnership must contain the words “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”. […] Except as otherwise provided in subsection (g), the name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the Secretary of State from any: (1) Name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved; (2) Name of a limited liability partnership whose statement of qualification is in effect; (3) Name under which a person is registered to do business in this state by the filing of a record by the Secretary of State; (4) Name reserved under Section 79-14-115 or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of State; and (5) Name registered under the Fictitious Business Name Registration Act.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-201(a)-(d): “To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing. (b) A certificate of limited partnership must state: (1) The name of the limited partnership, which must comply with Section 79-14-114; (2) The information required by Section 79-35-5; (3) The street and mailing addresses of the limited partnership's principal office; (4) The street and mailing addresses of each general partner; and (5) Whether the limited partnership is a limited liability limited partnership. (c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section. (d) A limited partnership is formed when: (1) The certificate of limited partnership becomes effective: (2) At least two (2) persons have become partners; (3) At least one (1) person has become a general partner; and (4) At least one (1) person has become a limited partner.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-203(a)(1), (b): “An initial certificate of limited partnership must be signed by all general partners listed in the certificate. […] Any record delivered for filing under this act may be signed by an agent. Whenever this act requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-206(a), (c)-(f): “To be filed by the Secretary of State pursuant to this act, a record must be received by the Secretary of State, must comply with this act, and satisfy the following: […] (4) The record must be signed by a person authorized or required under this act to sign the record. (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. […] (c) When a record is delivered to the Secretary of State for filing, any fee required under this act and any fee, tax, interest, or penalty required to be paid under this act or law other than this act must be paid in a manner permitted by the Secretary of State or by that law. (d) The Secretary of State may require that a record delivered in written form be accompanied by an identical or conformed copy. (e) The Secretary of State may provide forms for filings required or permitted to be made by this act, but, except as otherwise provided in subsection (f), their use is not required. (f) The Secretary of State may require that a cover sheet for a filing be on a form prescribed by the Secretary of State.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-207(1)-(4): “Except as otherwise provided in Section 79-14-208 and subject to Section 79-14-209(d), a record filed under this act is effective: (1) On the date and at the time of its filing by the Secretary of State, as provided in Section 79-14-210(b); (2) On the date of filing and at the time specified in the record as its effective time, if later than the time under paragraph (1); (3) At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-210(a)-(b), (e): “The Secretary of State shall file a record delivered to the Secretary of State for filing which satisfies this act. The duty of the Secretary of State under this section is ministerial. (b) When the Secretary of State files a record, the Secretary of State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of State shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing. […] (e) The filing of or refusal to file a record does not: (1) Affect the validity or invalidity of record in whole or in part; or (2) Create a presumption that the information contained in the record is correct or incorrect.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-211(a), (c): “On request of any person, the Secretary of State shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership. […] Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.” (official text; accessed September 23, 2026).

• Miss. Code § 79-14-1301(2): “Pursuant to this chapter, the Secretary of State shall charge and collect a fee for: […] (2) Filing of Certificate of Limited Partnership.............................................. 50.00” (official text; accessed September 23, 2026).

• Miss. Code § 79-35-5(a)-(b): “A registered agent filing must state: (1) The name of the represented entity's commercial registered agent; or (2) If the entity does not have a commercial registered agent, the name, address and email address of the entity's noncommercial registered agent. (b) The appointment of a registered agent pursuant to subsection (a)(1) or (a)(2) of this section is an affirmation by the represented entity that: (1) The entity has: (A) Notified the agent of the appointment; and (B) Provided the agent with a forwarding address as provided in Section 79-35-14; and (2) The agent has consented to serve as such.” (official text; accessed September 23, 2026).

• Mississippi Secretary of State filing fee schedule, F0004: “F0004 Certificate of MS Limited Partnerships $50” (official text; accessed September 23, 2026).