Domestic Limited Partnership Formation Filing in Washington

At a glance

Requirements one by one

Certificate and agreement

Wash. Rev. Code § 25.10.201 requires a certificate delivered to the secretary of state. It states the LP name, the initial service agent's name and street and mailing addresses, each general partner's name and street and mailing addresses, and whether the entity is a limited liability limited partnership. RCW § 25.10.011 recognizes an oral, implied, recorded, or mixed partnership agreement; § 25.10.081 makes that agreement the default source of partner relations. Formation still turns on the filed certificate and substantial compliance with § 25.10.201.

Name and agent

RCW § 25.10.061 and § 23.95.305 require an ordinary LP name to contain “limited partnership,” “LP,” or “L.P.” Section 23.95.300 requires distinguishability from the listed existing and reserved names, subject to its consent-and-name-change undertaking. RCW § 25.10.121 requires a Washington registered agent, and § 23.95.405 requires a domestic entity to maintain one; § 23.95.415 requires that agent's prior consent in a record, filed with or as part of the appointing filing.

Signing, fee, and effective time

RCW § 25.10.231 requires all general partners listed in the initial certificate to sign and permits an agent to sign for a person. RCW § 23.95.200 requires the filing fee and permits the secretary of state to demand an identical or conformed copy for a paper filing. The secretary's fee schedule and WAC 434-112-085 set the $180 base original-filing fee under the fee-setting authority of § 25.10.916 and § 23.95.260. RCW § 23.95.210 permits a specified delayed date and time up to ninety days after filing. RCW § 25.10.251 requires a filed-record copy and fee receipt; § 23.95.225 requires the office to acknowledge the processing date and time.

What trips people up

The initial report has its own clock. Under § 23.95.255, a domestic entity delivers an initial report within one hundred twenty days after its public organic record becomes effective. This is a postfiling step, separate from the certificate; the formation provisions in §§ 25.10.201 and 25.10.251 do not prescribe newspaper publication or a proof-of-publication filing.

LLLP status is an express choice. Section 25.10.201 requires the certificate to answer whether the LP is an LLLP. RCW § 23.95.305 gives an LLLP a different required designator, so the ordinary LP name rule alone does not describe that election.

Common questions

Can a partner's name appear in the LP name? Yes. RCW § 23.95.305 permits any partner's name, subject to the name and distinguishability rules in § 23.95.300.

Does a filed copy itself prove every formation fact? RCW § 23.95.235 lets a person request an existence certificate and makes it conclusive evidence of its stated facts, subject to any stated qualification. Section 23.95.225 says acceptance of a filing does not itself create a presumption that the information in it is correct.

Statutes and sources

• Wash. Rev. Code ch. 25.10: LP definition, agreement, certificate, agent, signing and filing. Current official chapter (accessed 2026-09-23).
• Wash. Rev. Code ch. 23.95: name, agent consent, filing, effective time, evidence and initial report. Current official chapter (accessed 2026-09-23).
• Wash. Admin. Code § 434-112-085(7) and Washington Secretary of State fee schedule: $180 base original filing; official fee schedule (accessed 2026-09-23).