Domestic Limited Partnership Formation Filing in Montana

At a glance

Requirements one by one

Certificate and general partners

The certificate must identify each general partner by name and business mailing address and say whether the LP is a limited liability limited partnership. It also incorporates the registered-agent filing information. The statute permits other matters in the certificate, but the partnership agreement cannot override the listed nonwaivable rules (§§ 35-12-601(1)-(2), 35-12-515(2)).

Name and agent

An ordinary LP can use “limited partnership,” “l.p.” or “lp”; the LLLP form has its own designator. A name that conflicts with an existing record needs one of the statutory authorization routes, such as the other holder’s signed consent plus an undertaking to change that conflicting name (§ 35-12-505(2)-(5)). If the agent is not commercial, the filing gives the agent’s name and Montana address; appointment affirms the agent’s consent (§§ 35-7-104 to -105).

Signing, filing, fee and effective time

All general partners named in the initial certificate sign it, personally or by attorney in fact (§ 35-12-604(1)(a), (2)). The Secretary of State files a compliant record after payment of the fee (§ 35-12-614(1)); the current domestic-certificate fee is $10 under the fee-setting authority in § 35-12-521. The record may specify a later effective time or date, capped at the earlier of that date and the 90th day after filing (§ 35-12-614(3)).

What trips people up

A private partnership agreement can be oral, implied, recorded, or a combination. It governs partner relations, but the public certificate controls for a nonpartner who reasonably relies on the filed record to that person’s detriment (§§ 35-12-504(13), 35-12-515(1), 35-12-601(4)).

Common questions

Does the LP need a separate newspaper notice after filing? The formation and filing scheme in §§ 35-12-601 and 35-12-614 states no newspaper publication or proof-filing step.

Can I prove the LP exists with a state certificate? On request and payment of the required fee, the Secretary of State can issue a certificate of fact; subject to its qualifications, it may be relied on as conclusive evidence of existence (§ 35-12-617(1), (3)).

Does choosing LLLP on the certificate settle a partner’s liability? The certificate must state whether LLLP status is elected (§ 35-12-601(1)(d)). This formation comparison does not determine any partner’s liability.

Statutes and sources

Mont. Code Ann. § 35-12-504

(9) "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. (11) "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 two or more persons or becomes subject to this chapter under Title 35, chapter 12, part 15, or section 96(1) or (2), Chapter 216, Laws of 2011. The term includes the agreement as amended. (13) "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.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0050/section_0040/0350-0120-0050-0040.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-505

35-12-505. Name. (1) The name of a limited partnership may contain the name of any partner. (2) The name of each limited partnership that is not a limited liability partnership must contain the phrase "limited partnership" or the abbreviation "l.p." or "lp" and may not contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp". (3) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp" and may not contain the abbreviation "l.p."or "lp". (4) Unless authorized by subsection (5), the name of a limited partnership must be distinguishable in the records of the secretary of state from: (a) the name of each person other than an individual incorporated, organized, or authorized to transact business in this state; and (b) each name reserved under Title 30, chapter 13, part 2, or 35-12-506. (5) A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with subsection (4). The secretary of state shall authorize use of the name applied for if, as to each conflicting name: (a) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with subsection (4) and that is distinguishable in the records of the secretary of state from the name applied for; (b) 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 in this state the name applied for; or (c) the applicant delivers to the secretary of state proof satisfactory to the secretary of state that the present user, registrant, or owner of the conflicting name: (i) has merged into the applicant; (ii) has been converted into the applicant; or (iii) has transferred substantially all of its assets, including the conflicting name, to the applicant. (6) Subject to 35-12-1312, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0050/section_0050/0350-0120-0050-0050.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-515

35-12-515. Effect of partnership agreement, nonwaivable provisions. (1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0050/section_0150/0350-0120-0050-0150.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-521

35-12-521. Secretary of state to establish fees. The secretary of state shall set filing fees for processing the applications and certificates. The secretary of state may establish fees for filing a certificate of limited partnership, a certificate of amendment or restatement, a certificate of cancellation, an application to reserve a name, a notice of transfer of a reserved name, an application for registration of a foreign limited partnership, or a certificate of cancellation or correction of a foreign limited partnership or for filing any other statement or report of a domestic or foreign limited partnership. The fees authorized in this section must be set and deposited in accordance with 2-15-405.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0050/section_0210/0350-0120-0050-0210.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-601

35-12-601. Formation of limited partnership, certificate of limited partnership. (1) 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 35-12-505; (b) the information required by 35-7-105(1); (c) the name and the business mailing address of each general partner; (d) whether the limited partnership is a limited liability limited partnership; and (e) additional information required by Title 35, chapter 12, part 15. (2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in 35-12-515(2) in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1), subject to 35-12-614(3) a limited partnership is formed when the secretary of state files the certificate of limited partnership. (4) 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 (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.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0060/section_0010/0350-0120-0060-0010.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-604

35-12-604. Signing of records. (1) Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (c) An amendment designating as general partner a person admitted under 35-12-1201(1)(c)(ii) following the dissociation of a limited partnership's last general partner must be signed by that person. (d) An amendment required by 35-12-1205(3) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. (e) Any other amendment must be signed by: (i) at least one general partner listed in the certificate; (ii) every other person designated in the amendment as a new general partner; and (iii) each person that the amendment indicates has dissociated as a general partner unless: (A) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (B) the person has previously delivered to the secretary of state for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and to the extent the restated certificate effects a change under any other subsection of this subsection (1), the certificate must be signed in a manner that satisfies that subsection. (g) A statement of cancellation must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to 35-12-1205(3) or (4) to wind up the dissolved limited partnership's activities. (h) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. (i) Articles of merger must be signed as provided in 35-12-1513(1). (j) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate. (k) A statement by a person pursuant to 35-12-1020(1)(d) stating that the person has dissociated as a general partner must be signed by that person. (l) A statement of withdrawal by a person pursuant to 35-12-704 must be signed by that person. (m) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person. (2) Any person may sign by an attorney-in-fact any record filed pursuant to this chapter.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0060/section_0040/0350-0120-0060-0040.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-614

35-12-614. Delivery to and filing of records by secretary of state, effective time and date. (1) 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, if all filing fees have been paid, the secretary of state shall file the record and upon request and payment of a fee: (a) for a statement of dissociation, send: (i) a copy of the filed statement to the person that the statement indicates has dissociated as a general partner; and (ii) a copy of the filed statement to the limited partnership; (b) for a statement of withdrawal, send: (i) a copy of the filed statement to the person on whose behalf the record was filed; and (ii) if the statement refers to an existing limited partnership, a copy of the filed statement to the limited partnership; and (c) for all other records, send a copy of the filed record to the person on whose behalf the record was filed. (2) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record. (3) Except as otherwise provided in 35-7-111 and 35-12-616, 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's endorsement of the date and time on the record; (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; (c) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (i) the specified date; or (ii) the 90th day after the record is filed; or (d) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (i) the specified date; or (ii) the 90th day after the record is filed.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0060/section_0140/0350-0120-0060-0140.html (accessed 2026-09-26).

Mont. Code Ann. § 35-12-617

35-12-617. Certificate of fact. (1) The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of fact for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and whether a statement of cancellation has been filed. A certificate of fact must state: (a) the limited partnership's name; (b) that it was duly formed under the laws of this state and the date of formation; (c) whether the secretary of state has administratively dissolved the limited partnership; (d) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved; (e) whether a statement of cancellation been filed by the secretary of state; and (f) other facts of record in the office of the secretary of state that may be requested by the applicant. (2) The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of fact for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authority, whether the certificate of authority was revoked, and whether a notice of cancellation was filed. A certificate of fact must state: (a) the foreign limited partnership's name and any alternate name adopted under 35-12-1312(1) for use in this state; (b) that it is authorized to transact business in this state; (c) whether the secretary of state has revoked its certificate of authority and whether a notice of cancellation has been filed; and (d) other facts of record in the office of the secretary of state that may be requested by the applicant. (3) Subject to any qualification stated in the certificate, a certificate of fact or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0060/section_0170/0350-0120-0060-0170.html (accessed 2026-09-26).

Mont. Code Ann. § 35-7-104

35-7-104. Addresses in filings. Whenever a provision of this chapter other than 35-7-111(1)(d) requires that a filing state an address, the filing must state: (1) an actual street address or rural route box number in this state; and (2) a mailing address in this state, if different from the address under subsection (1).

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0070/part_0010/section_0040/0350-0070-0010-0040.html (accessed 2026-09-26).

Mont. Code Ann. § 35-7-105

35-7-105. Appointment of registered agent. (1) A registered agent filing must state: (a) the name of the represented entity's commercial registered agent; or (b) if the entity does not have a commercial registered agent, the name and address of the entity's noncommercial registered agent. (2) The appointment of a registered agent pursuant to subsection (1)(a) or (1)(b) is an affirmation by the represented entity that the agent has consented to serve as a registered agent.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0070/part_0010/section_0050/0350-0070-0010-0050.html (accessed 2026-09-26).

Montana Secretary of State, Business Services filing fees

Certificate Of Domestic Limited Partnership $10.00

Source: https://sosmt.gov/business/fees/ (accessed 2026-09-26).