Domestic Limited Partnership Formation Filing in Rhode Island

At a glance

Requirements one by one

Agreement and certificate

The partnership agreement can be oral, implied, recorded, or a combination (§ 7-13.1-102). It governs internal relations and affairs (§ 7-13.1-105). Prospective partners may make one before formation that becomes the partnership agreement when the LP forms (§ 7-13.1-106). The public step is delivery of a certificate to the Secretary of State; it names every general partner but does not list limited partners (§ 7-13.1-201(a)-(b)).

Name, office, agent, and signatures

An ordinary LP name contains “limited partnership,” “LP,” or “L.P.” and must generally be distinguishable in the Secretary's records (§ 7-13.1-114). The certificate gives the principal-office address and the in-state registered agent's name and street address (§ 7-13.1-201(b)). An agent must have an in-state place of business; naming it affirms its consent (§ 7-13.1-117). Every listed general partner signs the initial certificate (§ 7-13.1-203(a)(1)); an agent may sign, affirming authority (§ 7-13.1-203(b)-(c)). The record needs a signature under penalty of perjury and each individual signer's name and capacity, but no seal or notarization (§ 7-13.1-206(a)(4)-(5)).

Fee, timing, and evidence

The certificate fee is $100 (§ 7-13.1-123(1)), also printed on the Secretary of State's current Form 300. Section 7-13.1-206(c)-(f) calls for payment of due fees and permits the Secretary to require a paper copy and prescribed cover sheet. The form's additional-matters attachment is optional.

A record normally takes effect on filing, but can specify a later time on that day or a date and time no more than 90 days after filing; a delayed date without a time takes effect at 12:01 a.m. (§ 7-13.1-207). Filing alone is insufficient: the LP forms only when the certificate is effective and at least two persons have become partners, including one general and one limited partner (§ 7-13.1-201(d)). The Secretary returns an acknowledgment of filing, but filing does not create a presumption that the record's information is correct (§ 7-13.1-210(b), (e)).

What trips people up

The certificate must state whether the partnership is a limited liability limited partnership (§ 7-13.1-201(b)(5)). Ordinary LP Form 300 is distinct from the agency's LLLP form; use the filing that reflects the intended status. The formation conditions in § 7-13.1-201(d) and current Form 300 do not prescribe newspaper publication or a proof filing.

Common questions

Is the partnership agreement filed with the certificate? Section 7-13.1-201(b) lists the public certificate fields, while §§ 7-13.1-105 and 7-13.1-106 address the separate agreement. The formation list does not name an agreement attachment.

Can one person form the LP? No. Section 7-13.1-201(d) requires at least two persons, including at least one general and one limited partner.

Does acceptance prove the information is accurate? No. Section 7-13.1-210(e) expressly rejects that presumption.

Statutes and sources

The current official Chapter 7-13.1 text and Secretary of State Form 300 were checked September 23, 2026. The former Chapter 7-13 is repealed. The agency also publishes Form 300A for limited liability limited partnerships (rev. 03/2026).

• R.I. Gen. Laws § 7-13.1-102: ““Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership” and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-102: ““Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 7-13.1-105(a). The term includes the agreement as amended or restated.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-105: “Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the limited partnership; (2) The activities and affairs of the partnership and the conduct of those activities and affairs; and (3) The means and conditions for amending the partnership agreement.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-106: “Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-114: “The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-114: “The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any name of an existing person whose formation or qualification required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this chapter or as permitted by the laws of this state, subject to the following:” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-117: “Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve. (b) A registered agent for a limited partnership or registered foreign limited partnership must be an existing person and have a place of business in this state.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-123: “Filing a certificate of limited partnership, one hundred dollars ($100);” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-201: “To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing. (b) A certificate of limited partnership must state: (1) The name of the limited partnership, which must comply with § 7-13.1-114; (2) The address of the partnership’s principal office; (3) The name and street address in this state of the partnership’s registered agent; (4) The name and address of each general partner; and (5) Whether the limited partnership is a limited liability limited partnership.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-201: “A limited partnership is formed when: (1) The certificate of limited partnership becomes effective; (2) At least two (2) persons have become partners; (3) At least one person has become a general partner; and (4) At least one person has become a limited partner.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-203: “An initial certificate of limited partnership must be signed by all general partners listed in the certificate.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-203: “Any record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-206: “The record must be signed under pains and penalties of perjury by a person authorized or required under this chapter to sign the record. (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-206: “When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law. (d) The secretary of state may require that a record delivered in written form be accompanied by an identical or conformed copy. (e) The secretary of state may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f) of this section and § 7-13.1-212, their use is not required. (f) The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-207: “At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-207: “On the date and at the time of its filing by the secretary of state, as provided in § 7-13.1-210(b); (2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subsection (1) of this section;” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-210: “When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.” (official text; accessed September 23, 2026).
• R.I. Gen. Laws § 7-13.1-210: “The filing of or refusal to file a record does not: (1) Affect the validity or invalidity of the record in whole or in part; or (2) Create a presumption that the information contained in the record is correct or incorrect.” (official text; accessed September 23, 2026).
• Secretary of State Form 300 (rev. 03/2026): “Filing Fee: $100.00” (official form; accessed September 23, 2026).