Domestic Limited Partnership Formation Filing in New Hampshire

At a glance

Requirements one by one

Agreement, certificate, and partner fields

New Hampshire's Uniform Limited Partnership Act defines a domestic LP as a partnership formed by at least two people with general and limited partners (§ 304-B:1(VII)). Its partnership agreement may be written or oral (§ 304-B:1(IX)). The express formation step is executing and filing a certificate with the Secretary of State (§ 304-B:8(I)). The certificate states the LP name, registered office and agent, every general partner's name and business address, and the latest dissolution date. Section 304-B:8(I) does not require a public list of limited partners.

Name, office, and signing

The name ends with “limited partnership,” “L.P.,” or a similar abbreviation (§ 304-B:2(I)(a)). Section 304-B:2(III)-(IV) requires distinguishability from listed entity and reserved names but gives narrow written-consent routes. A registered office and eligible agent with a matching business office must be continuously maintained in New Hampshire (§ 304-B:4). All general partners sign the original certificate; an attorney in fact may sign, and a general partner's signature affirms its facts under penalty of perjury (§ 304-B:11).

Filing, fee, and effective time

Section 304-B:13(I) calls for one original plus an exact or conformed copy on paper, with no duplicate for electronic filings. The base certificate fee is $100 (§ 304-B:64(I)); RSA § 5:10-a adds $2 when the Secretary of State collects the fee electronically. The Secretary of State's LP forms page lists Form LP-1 at $100.

With substantial compliance, a paper filing forms the LP at the close of business on its filing date unless it specifies an effective time or delayed effective date under § 304-B:13(IV). An electronic filing instead takes effect on acceptance by the Secretary of State's corporate database or at the properly specified time (§ 304-B:8(II)). A delayed effective date may be no later than 90 days after filing (§ 304-B:13(IV)). A filed certificate gives notice of LP status and named general partners, but not its other assertions (§ 304-B:15).

What trips people up

New Hampshire adds a step after the Secretary of State returns a marked filed certificate: the general partners must promptly send or deliver a copy to each limited partner unless the agreement provides otherwise (§ 304-B:16). The formation and filing provisions (§§ 304-B:8, 304-B:13) specify no newspaper publication or proof filing. The certificate fields in § 304-B:8(I) contain no LLLP election.

Common questions

Does an electronic filing wait until close of business? No. Section 304-B:8(II) ties electronic effect to the database's acceptance date and time or a properly specified time.

Must limited partners sign the initial certificate? Section 304-B:11(I)(a) assigns that signature to all general partners; § 304-B:8(I) lists general partners, not limited partners, in the certificate.

Does filing prove the certificate's other assertions? No. Section 304-B:15 limits its notice effect to LP status and the designated general partners.

Statutes and sources

The current official merged chapter, RSA § 5:10-a, and the Secretary of State filing page were checked September 23, 2026.

• RSA § 304-B:1(VII), (IX): “VII. "Limited partnership" and "domestic limited partnership" mean a partnership formed by 2 or more persons under the laws of this state and having one or more general partners and one or more limited partners. VIII. "Partner" means a limited or general partner. IX. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.” (official text; accessed September 23, 2026).
• RSA § 304-B:2(I): “I. The name of each limited partnership as set forth in its certificate of limited partnership: (a) Shall contain the words "limited partnership" or the abbreviation "L.P.", or similar abbreviation, as the last words of its name; and (b) May not contain the name of a limited partner unless (1) it is also the name of a general partner or the corporate name of a corporate general partner, or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.” (official text; accessed September 23, 2026).
• RSA § 304-B:2(III)-(IV): “III. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as: (a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349 or RSA 564-F. (b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C or RSA 564-F. (c) The fictitious name of another foreign corporation authorized to transact business in this state. (d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E. (e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization. (f) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V. III-a. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the limited partnership name is: (a) An article. (b) Plural forms of the same word. (c) Phonetic spelling of the same name or word. (d) An abbreviation in place of a complete spelling of the name. (e) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites. (f) A change in a word or name indicating entity status. (g) The addition of a numeric designation, unless consent is granted by the current name holder. (h) Differences in punctuation or special characters, unless it changes the clear meaning of the word. (i) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces. (j) An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names. IV. A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in paragraph III, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if: (a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from the name of the applying limited partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name;” (official text; accessed September 23, 2026).
• RSA § 304-B:4: “Each limited partnership shall continuously maintain in this state: I. A registered office that may be the same as any of its places of business; and II. A registered agent, which agent may be: (a) An individual who resides in this state and whose business office is identical with the registered office; or (b) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or (c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or (d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.” (official text; accessed September 23, 2026).
• RSA § 304-B:8(I)-(II): “I. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate shall set forth: (a) The name of the limited partnership; (b) The address of the office and the name and address of the agent for service of process required to be maintained by RSA 304-B:4; (c) The name and the business address of each general partner; (d) The latest date upon which the limited partnership is to dissolve; and (e) Any other matters the general partners determine to include therein. II. A limited partnership is formed at the close of business on the date of the filing of the certificate of limited partnership in the office of the secretary of state, or the effective time or the delayed effective time and date specified in accordance with RSA 304-B:13, IV in the certificate of limited partnership if, in any case, there has been substantial compliance with the requirements of this section. A limited partnership filed electronically will be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with RSA 304-B:13, IV.” (official text; accessed September 23, 2026).
• RSA § 304-B:11(I)-(III): “I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (a) An original certificate of limited partnership must be signed by all general partners; (b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (c) A certificate of cancellation must be signed by all general partners; and (d) A certificate of merger and a certificate of conversion must be signed by all the general partners. II. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. III. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.” (official text; accessed September 23, 2026).
• RSA § 304-B:13(I), (III)-(IV): “I. One original and one exact or conformed copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered to the secretary of state. Documents filed electronically need not be filed in duplicate. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall: (a) Endorse on each copy the word "filed" and the day, month, and year of the filing thereof; (b) File the original in the secretary of state's office; and (c) Return the exact or conformed copy to the person who filed it or the person's representative. II. Upon the effective date and time of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date and time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled. III. Except as provided in paragraph IV, a document accepted for filing is effective: (a) At the close of business on the date it is filed, as evidenced by the secretary of state's date endorsement of the original document; or (b) At the time specified in the document as its effective time on the date it is filed; or (c) Upon the date and time of acceptance by the secretary of state corporate database and application, if filed electronically. IV. A document filed in the office of the secretary of state may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.” (official text; accessed September 23, 2026).
• RSA § 304-B:15: “The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.” (official text; accessed September 23, 2026).
• RSA § 304-B:16: “Upon the return by the secretary of state pursuant to RSA 304-B:13 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).
• RSA § 304-B:64(I): “The secretary of state shall charge the following fees for filing under this chapter: I. For a certificate of limited partnership or registration as a foreign limited partnership, $100.” (official text; accessed September 23, 2026).
• RSA § 5:10-a: “If the secretary of state collects a fee electronically for any registration, any document, or any other purpose, the secretary of state shall collect a handling charge for each fee paid electronically, including by Internet or facsimile, by adding $2 to the total fee.” (official text; accessed September 23, 2026).