Domestic Limited Partnership Formation Filing in South Carolina

At a glance

Requirements one by one

Agreement and certificate

S.C. Code § 33-42-20(7) requires a domestic LP of at least two persons, with general and limited partners. Under § 33-42-20(9), a valid partnership agreement can be written or oral. Under § 33-42-210(a), the certificate must state the LP name, South Carolina office and service agent addresses, each general partner's name and mailing address, and the latest dissolution date. Limited-partner names are not among those required public fields.

Name, agent, and filing

Under § 33-42-30(1), the name uses “limited partnership,” “LP,” or “L.P.”; § 33-42-30(3) bars names the same as, or deceptively similar to, the listed corporate and LP names. Under § 33-42-50, the LP keeps a South Carolina records office and eligible process agent. Under § 33-42-240(a)(1), all general partners named in the original certificate sign it; § 33-42-240(b) allows an attorney in fact, and subsection (c) treats a general partner's execution as an affirmation under perjury penalties.

Fee and formation effect

Under § 33-42-260(a), two signed copies go to the Secretary of State. The secretary endorses, files one, and returns the other after receiving required fees and checking conformity. Under § 33-42-2040(a), the statute sets the chapter filing charge at ten dollars. Under § 33-42-210(b), the LP forms at filing or another certificate-specified time if the certificate substantially complies; this section states no numerical cap on the later time.

What trips people up

Limited partners receive the filed record. Under § 33-42-290, the general partners promptly deliver or mail it to each limited partner after its return, unless the agreement provides otherwise. This is a postfiling delivery duty, not a newspaper-publication step. Sections 33-42-210, 33-42-260, and 33-42-290 set no newspaper publication or proof filing.

The notice effect is narrow. Under § 33-42-280, the law makes the filed certificate notice of LP status and the persons designated as general partners, but expressly denies notice of any other fact. The filed certificate does not determine a disputed agreement or a particular filing outcome.

Common questions

Can the agreement be oral? Section 33-42-20(9) includes a valid oral agreement. The certificate still must be executed and filed under § 33-42-210(a).

Must all general partners sign? Yes. Section 33-42-240(a)(1) requires every one named in the original certificate to sign.

Must the certificate list limited partners? Section 33-42-210(a) lists general-partner names and addresses as required fields, without a corresponding limited-partner field.

Statutes and sources

Verbatim passages and official source URLs are recorded in the statutes entries above, accessed September 23, 2026.