Domestic Limited Partnership Formation Filing in New York
At a glance
| Governing law and LP scope | Revised Limited Partnership Act, Partnership Law art. 8-A; certificate filed with Department of State (§§ 121-201(a), 121-206) |
|---|---|
| Partnership agreement | General partners execute a written agreement to form; limited partners need not sign it (§§ 121-201(a), 121-110(a)–(b)) |
| Certificate fields and partners | LP name, New York office county, secretary-of-state service address, optional registered agent, every general partner name/street address, latest dissolution date (§ 121-201(a)) |
| Name and distinguishability | “Limited Partnership” or “L.P.”; distinguishable from listed LP, corporation, LLC, and reserved names (§ 121-102(a)(1)–(2)) |
| Agent and office | Designate secretary of state as service agent and process-mailing address; optional additional New York registered agent; name office county (§§ 121-201(a)(2)–(4), 121-105(a)) |
| Execution and filing office | All general partners named sign; attorney-in-fact may sign, with power retained in records; deliver to Department of State (§§ 121-204(a)(1), (b), 121-206) |
| Filing fee and attachments | $200 initial certificate; $50 later filing of publication certificate and newspaper affidavits (§§ 121-1300(e)–(f), 121-201(c)(i)) |
| Effective time and proof | Forms on filing or stated later time within 60 days; filing conclusive absent fraud except attorney-general action (§ 121-201(b)) |
| Publication and follow-up | Within 120 days publish weekly for six successive weeks in two county-clerk-designated newspapers (one weekly, one daily), then file certificate and affidavits; missing proof suspends business authority (§ 121-201(c)(i)) |
| Scope and outcome limits | Ordinary LP formation only; LLP/foreign filings and tax, securities, licensing, partner liability, and disputed outcome beyond this table |
Requirements one by one
Agreement, certificate, and signatures
New York Partnership Law § 121-201(a) ties formation to a general-partner agreement and a certificate filed with the Department of State. Under § 121-110(a)–(b), the written agreement is signed by all general partners; limited partners need not sign it. The certificate identifies the LP name, New York office county, secretary-of-state service designation and process-mailing address, any additional registered agent, every general partner's name and business or residence street address, and a latest dissolution date. Under § 121-204(a)(1), all named general partners sign. § 121-204(b) allows an attorney-in-fact to sign and keeps the power of attorney in partnership records.
Name, service, and filing charges
Under § 121-102(a)(1)–(2), the name uses “Limited Partnership” or “L.P.” and must be distinguishable from the listed LP, corporation, and LLC names. Paragraph § 121-102(a)(2)(B) also includes reserved names in the check. Section 121-201(a)(2)–(4) asks for an office county and designates the secretary of state to receive process; § 121-105(a) permits an additional New York registered agent. Under § 121-206, the department files a signed certificate after form compliance and payment. Section 121-1300(e) charges $200 for the initial certificate, and § 121-1300(f) charges $50 for the later publication-proof filing.
Formation time and proof
Section 121-201(b) forms the LP on filing or at a specified later time no more than 60 days after filing. Absent actual fraud, filing conclusively proves formation as of that time, except in an attorney-general action or special proceeding.
Newspaper publication
§ 121-201(c)(i) requires publication within 120 days after filing: once weekly for six successive weeks in two newspapers designated by the office county's clerk, one daily and one weekly. The partnership files a certificate of publication with the newspapers' affidavits. If proof is not filed within 120 days after formation, the statute suspends authority to carry on business in New York; filing substantially compliant proof later annuls the suspension.
What trips people up
The publication clock and proof clock use different words. § 121-201(c)(i) starts publication within 120 days after the initial filing and measures the proof-filing suspension from formation. A delayed effective time under § 121-201(b) can make those dates different.
An extra registered agent does not replace the state service designation. Section 121-201(a)(3) requires the secretary-of-state designation and a postal forwarding address; § 121-105(a) only allows an additional registered agent.
Publication changes remain proposed. A1231 would alter the office and notice-address rules; A3546/S6483 would replace newspaper publication with Department electronic posting. None has passed as of September 30, 2026.
Common questions
Do limited partners sign the written agreement or initial certificate? Section 121-110(a) says they need not sign the agreement, and § 121-204(a)(1) calls for the signatures of all general partners named in the certificate.
Can an attorney-in-fact sign the initial certificate? Yes. § 121-204(b) permits it and requires retaining the power of attorney among partnership records rather than submitting it with the certificate.
Does a missed proof filing erase contracts? § 121-201(c)(i) suspends business authority but says the failure or suspension does not impair the validity of the LP's contracts or acts or other parties' remedies.
Statutes and sources
- New York Partnership Law §§ 121-102, 121-105, 121-110: name, optional registered agent, and written agreement. Official Partnership Law article 8-A (accessed 2026-09-23).
- New York Partnership Law §§ 121-201, 121-204, 121-206: certificate, formation, signers, filing, and publication. Official § 121-201 (accessed 2026-09-23).
- New York Partnership Law § 121-1300(e)–(f): $200 initial certificate and $50 publication-proof filing. Official § 121-1300 (accessed 2026-09-23).
- NY A1231 and A3546/S6483: proposed publication changes (checked 2026-09-30).
Source links
Every statute quoted above, linked, with the date we checked it.
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