Domestic Limited Partnership Formation Filing in Vermont

At a glance

Requirements one by one

Partnership agreement and certificate

§ 3401(5)-(9) defines a partnership agreement as a valid agreement that can be “written or oral.” General and limited partners are admitted under that agreement, but § 3411(a)-(b) makes the public certificate the express formation filing. The statute does not say the agreement itself must be signed or filed to form the LP.

Certificate details and name

Section 3411 requires the certificate to name each limited partner, give that partner's business address, and state contributed cash and the description and agreed value of other contributed property. It also requires every general partner's name and business address, the office and service-agent details, and the latest dissolution date. § 3402(a) requires “Limited Partnership” or “L.P.” in the name and makes it distinguishable on the Secretary's records; it also restricts certain other words and use of a limited partner's name.

Office, agent, signature, and filing

Under § 3404, the LP continuously maintains a Vermont office for the records listed in § 3405 and a service agent under § 1655. The office need not be a place where the LP does business. § 1655(a)-(b) permits a Vermont resident individual or an authorized business organization with a Vermont place of business as agent; the designation attests the agent's consent.

All general partners sign the original certificate under § 3414(a). Their signatures affirm the certificate's truth under penalties of perjury. § 3416(a) calls for two signed copies delivered to the Secretary of State. The filing fee is $130 under § 3420(a)(1).

Formation time and follow-up

Section 3411(b) ties formation to filing, or a later time stated in the certificate, in either case subject to substantial compliance. Section 3416 requires the Secretary to mark duplicate originals “Filed,” keep one, and return one if the certificate conforms and the fees are received. Under § 3418, that filed certificate gives notice of LP status and the designated partners' status, but no other fact.

What trips people up

The follow-up in § 3419 runs to the limited partners: after the filed copy returns, general partners must promptly deliver or mail a copy to each limited partner unless the agreement provides otherwise. The formation provisions do not prescribe newspaper publication or a proof-of-publication filing. The § 3411 certificate fields also contain no separate limited liability limited partnership election; the filing does not answer other liability or regulatory questions.

Common questions

May the partnership agreement be oral?

Yes. Section 3401(9) expressly includes a valid oral agreement. Whether a particular arrangement is valid is a separate question.

Must the certificate identify limited partners?

Yes. Section 3411(a)(4) requires their names, business addresses, and contribution information, unlike states whose certificates list only general partners.

Does a filed certificate prove every statement in it?

No. Section 3418 gives public notice of LP status and identified partners' status, “but it is not notice of any other fact.”

Statutes and sources

• 11 V.S.A. §§ 3401, 3402, 3404, 3411, 3414, 3416, 3418-3420 — definitions, name, office, certificate, signature, filing, notice, follow-up, and fee. Official Vermont Legislature: http://legislature.vermont.gov/statutes/fullchapter/11/023 (accessed 2026-09-23).
• 11 V.S.A. § 1655 — service-agent eligibility and consent attestation. Official Vermont Legislature: http://legislature.vermont.gov/statutes/section/11/015/01655 (accessed 2026-09-23).