Domestic Limited Partnership Formation Filing in Missouri

Short answer Missouri forms an ordinary domestic limited partnership by filing a certificate signed by all general partners with the secretary of state, with substantial compliance. The certificate identifies the partnership, its registered office and agent, its general partners, and its duration or dissolution events. The base certificate fee is one hundred dollars, and an optional five-dollar surcharge is authorized through December 31, 2026.

State

Missouri

Statute checked

September 23, 2026

Sources

15 statutes

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At a glance

Governing law and LP scope	Mo. Rev. Stat. ch. 359; domestic LP of at least two persons with general and limited partners (§§ 359.011, .091)
Partnership agreement	Agreement may be written or oral; certificate filing is the stated formation step (§§ 359.011, .091)
Certificate fields and partners	LP name; registered office/agent; each GP's name/mailing address; dissolution events or duration; optional matters (§ 359.091)
Name and distinguishability	‘limited partnership,’ ‘LP,’ or ‘L.P.’; distinguishable from listed entity/reserved names (§ 359.021)
Agent and office	Missouri registered office and agent maintained; certificate gives office address and agent name (§§ 359.041, .091)
Execution and filing office	All general partners sign original certificate; filing with secretary of state; signing affirms truth (§§ 359.091, .121, .141)
Filing fee and attachments	$100 base certificate fee; military-partner waiver on proof; optional $5 surcharge through 2026 (§§ 359.651, .653)
Effective time and proof	On filing or other certificate-specified time with substantial compliance; filed record gives statutory notice (§§ 359.091, .141, .161)
Publication and follow-up	No newspaper publication or proof step in chapter 359's certificate and filing scheme (§§ 359.091, .141)
Scope and outcome limits	LLLP status uses a separate application and name rule (§ 359.172); other status and particular outcome outside table

Requirements one by one

Agreement and initial certificate

Mo. Rev. Stat. § 359.011 defines the agreement as a valid written or oral agreement concerning the partnership's affairs. Section 359.091 makes the executed certificate filed with the secretary of state the stated formation step. That certificate must give each general partner's mailing address and either the dissolution events or a duration that may be perpetual; it does not call for listing limited partners.

Name, office, and signatures

Under § 359.021, an ordinary LP name uses “limited partnership,” “LP,” or “L.P.” and must be distinguishable from the listed entity and reserved names. Under § 359.041, the LP maintains a Missouri registered office and agent whose business office is at that address. All general partners sign the original certificate under § 359.121; a general partner's execution affirms the stated facts under the penalty provision it cites.

Fee and filing effect

Under § 359.651, the base filing fee is $100. It is waived on proof of service when a general partner both resides in Missouri and meets the section's National Guard or active-duty military condition. Under § 359.653, the secretary may collect an additional $5 on chapter fees; that section expires December 31, 2026. Under § 359.091, formation occurs at filing or another certificate-specified time if the certificate substantially complies. The 90-day delayed-date language in § 359.141 concerns amendments and cancellations; it does not set a cap for the original certificate.

What trips people up

Delivery is not the same as filing. Section 359.141 directs the secretary to assess conformity and receive the required fees before endorsing and filing the original, then to return a copy. Under § 359.161, the filed certificate gives notice of LP status, the named general partners, and the specified certificate matters. These provisions do not decide whether a particular submission was accepted.

LLLP status has an additional procedure. Under § 359.172, an application or renewal follows its separate route. The ordinary LP certificate alone is not that application.

The initial certificate and filing provisions in §§ 359.091 and 359.141 specify the public formation steps without a newspaper publication or proof requirement.

Common questions

Can a partnership agreement be oral? The definition in § 359.011 expressly includes a valid oral agreement. The public certificate still must be executed and filed under § 359.091.

Must each limited partner sign the certificate? Section 359.121 calls for all general partners to sign the original; § 359.091 calls for general-partner names and mailing addresses in that certificate.

Does a filing prove every factual statement? Section 359.161 gives a filed certificate statutory notice of specified matters. The filing and notice rules do not independently decide a disputed formation or agreement.

Statutes and sources

Each verbatim passage and its official URL appear in the statutes entries above, accessed September 23, 2026. The chapter index is https://revisor.mo.gov/main/OneChapter.aspx?chapter=359.

Source links

Every statute quoted above, linked, with the date we checked it.

Mo. Rev. Stat. § 359.011 · accessed 2026-09-23

Mo. Rev. Stat. § 359.021 · accessed 2026-09-23

Mo. Rev. Stat. § 359.041 · accessed 2026-09-23

Mo. Rev. Stat. § 359.091 · accessed 2026-09-23

Mo. Rev. Stat. § 359.121 · accessed 2026-09-23

Mo. Rev. Stat. § 359.141 · accessed 2026-09-23

Mo. Rev. Stat. § 359.161 · accessed 2026-09-23

Mo. Rev. Stat. § 359.172 · accessed 2026-09-23

Mo. Rev. Stat. § 359.651 · accessed 2026-09-23

Mo. Rev. Stat. § 359.653 · accessed 2026-09-23

This page is general legal information about ordinary domestic limited partnership formation statutes, not legal, tax, accounting, securities, or entity-choice advice. Filing methods, fees, forms, and publication rules can change. An agreement, a filed certificate, partner capacity, and agency records may affect a particular formation. The table does not decide whether a filing was accepted, an entity exists, any partner has limited liability, or a business has met tax, license, securities, or other requirements. Check current official sources and seek licensed advice for a particular filing.

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