Domestic Limited Partnership Formation Filing in New Jersey

At a glance

Requirements one by one

Certificate and agreement

N.J.S.A. § 42:2A-14 calls for a certificate executed by the named general partners and filed with the State Treasurer. It requires the LP name and business character, original registered office and service agent, every general partner's name and business or home address, and the principal office. It also calls for aggregate present and promised contributions, their agreed value, and the specified contribution, distribution, withdrawal, continuation, and dissolution terms. Section 42:2A-5 recognizes a valid partnership agreement that may be written or oral; §§ 42:2A-14–15 make the public filing the formation event.

Name and service address

Section 42:2A-6 permits “limited partnership,” “L.P.,” or “LP” in the name and requires distinguishability from the listed existing and reserved names. Section 42:2A-8 requires a New Jersey registered office and a registered agent whose business office is identical to it. Section 42:2A-14 separately allows the principal office to be outside New Jersey.

Signing, fee, and effective time

Under § 42:2A-19, all general partners sign the original certificate, and execution affirms the statements' truth under penalties of perjury. Section 42:2A-21 requires an original and duplicate copy; the filing office stamps and returns the duplicate when a conforming filing and fees are received. N.J.S.A. § 42:2A-68 sets the original-certificate fee at $100. Under § 42:2A-15, formation is on filing or at a later certificate-specified time no later than 30 days after filing, in either case requiring substantial compliance with § 42:2A-14.

What trips people up

The agreement and public certificate answer different questions. Section 42:2A-5 defines the agreement as a valid written or oral arrangement. Section 42:2A-14 requires unusually detailed public terms, including aggregate contributions and future contribution timing. Filing the agreement in place of those certificate terms is not the procedure described there.

The filing office has two names in the statute. Sections 42:2A-14, -15, and -21 use “Secretary of State”; § 42:2A-5 defines that reference as the State Treasurer after the transfer of commercial-recording functions.

Publication. Sections 42:2A-14–15, -19, and -21 set out the initial certificate, signatures, filing, and effective time without stating a newspaper-publication or proof-filing deadline for that formation step.

Common questions

Can the principal office be outside New Jersey? Yes. Section 42:2A-14 says it “need not be in the State of New Jersey”; the registered office required by § 42:2A-8 remains in New Jersey.

Can the LP name include a limited partner's name? Section 42:2A-6 restricts that use unless the name is also a general partner's name, the corporate name of a corporate general partner, or a name under which the business operated before that limited partner joined.

Statutes and sources

• N.J.S.A. § 42:2A-5: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-6: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-8: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-14: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-15: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-19: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-21: current official text (accessed 2026-09-23).
• N.J.S.A. § 42:2A-68: current official text (accessed 2026-09-23).