Domestic Limited Partnership Formation Filing in Wyoming

At a glance

Requirements one by one

Agreement and general partners

Wyoming's Uniform Limited Partnership Act defines a domestic LP as a partnership of at least two people with at least one general and one limited partner (§§ 17-14-201, 17-14-202(a)(vii)). A general partner is admitted under the partnership agreement and named in the certificate; the agreement may be written or oral (§ 17-14-202(a)(v), (ix)). The express formation step is executing and filing the certificate (§ 17-14-301(a)); the statute does not require a signed agreement to accompany it.

Certificate and name

The certificate gives the LP name, office and service-agent addresses, each general partner's name and business address, cash and other contributed or promised property or services with agreed value, the latest dissolution date, and whether the LP elects LLLP status (§ 17-14-301(a)). It does not ask for a public limited-partner list. The name must spell out “limited partnership”; a limited partner's name is restricted to the exceptions in § 17-14-203(a)(ii). The name must also be distinguishable on the Secretary's records under § 17-16-401(b).

Agent, signatures, and filing

The LP must maintain a Wyoming office for its records and a registered agent for service (§ 17-14-205). The registered office is a physical Wyoming street address and the agent must meet § 17-28-101. The current Secretary of State LP form includes an agent-signed consent, mailing and principal-office fields, and an electronic-service certification; § 17-28-104(e) requires that consent from a newly formed entity for the specified fallback service circumstances.

Every general partner signs the original certificate; an attorney in fact may sign, and a general partner's execution affirms the facts under penalty of perjury (§ 17-14-304). Two signed copies go to the Secretary of State (§ 17-14-306(a)). The statutory and July 2026 fee-schedule base fee is $100 (§ 17-14-209(a)(i)).

Effective time and filing evidence

With substantial compliance, filing forms the LP immediately or at a later time specified in the certificate (§ 17-14-301(b)). The Secretary stamps both duplicate originals, keeps one, and returns the other (§ 17-14-306(a)). The filed certificate gives notice only of LP status and the listed general partners, not every statement in the certificate (§ 17-14-308).

What trips people up

Once the marked filed copy comes back, the general partners must promptly deliver or mail a copy to each limited partner unless their agreement provides otherwise (§ 17-14-309). The current formation, filing, and postfiling provisions (§§ 17-14-301, 17-14-306, 17-14-309) state no newspaper-publication, proof-filing, or publication-deadline step.

An LLLP election is an express certificate field (§§ 17-14-202(a)(xv), 17-14-301(a)(xiv)); filing an ordinary LP certificate should not be read as making that election. This formation comparison does not determine partner liability or the outcome of a particular filing.

Common questions

Can the LP choose a later start? Yes. Section 17-14-301(b) permits a later time in the certificate and states no fixed day cap.

Do limited partners sign the certificate? Section 17-14-304(a)(i) assigns the original certificate to all general partners for signature.

What if the Secretary rejects it? Section 17-14-306(c) requires return within 15 days of delivery with a brief written reason.

Statutes and sources

The current official Title 17, Secretary of State form, and July 1, 2026 fee schedule were checked September 23, 2026.

• Wyo. Stat. § 17-14-201: “17-14-201. Short title. This act may be cited as the "Uniform Limited Partnership Act".” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-202: “17-14-202. Definitions. (a) As used in this act, unless the context otherwise requires: (i) "Certificate of limited partnership" means the certificate referred to in W.S. 17-14-301, and the certificate as amended or restated; (ii) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner; (iii) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in W.S. 17-14-502; (iv) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners; (v) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner; (vi) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement; (vii) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of this state and having one (1) or more general partners and one (1) or more limited partners; (viii) "Partner" means a limited or general partner; (ix) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business; (x) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets; (xi) "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation; (xii) "State" means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico; (xiii) "Certificate of continuance" means the certificate issued under the provisions of this act to continue a foreign limited partnership in this state; (xiv) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503; (xv) "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership; (xvi) "This act" means W.S. 17-14-201 through 17-14-1104.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-203: “17-14-203. Name. (a) The name of each limited partnership as set forth in its certificate of limited partnership: (i) Shall contain without abbreviation the words "limited partnership"; (ii) Shall not contain the name of a limited partner unless: (A) It is also the name of a general partner or the corporate name of a corporate general partner; or (B) The business of the limited partnership had been carried on under that name before the admission of that limited partner. (iii) Repealed by Laws 1995, ch. 45, § 2. (iv) Shall not be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401. 17-14-204. Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (i) Any person intending to organize a limited partnership under this act and to adopt that name; (ii) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name; (iii) Any foreign limited partnership intending to register in this state and adopt that name; and (iv) Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name. (b) The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days. The reservation of a name is not renewable. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-205: “17-14-205. Specified office and agent. (a) Each limited partnership shall continuously maintain in this state: (i) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and (ii) A registered agent for service of process on the limited partnership as provided in W.S. 17-28-101 through 17-28-111. (b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited partnerships.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-209: “17-14-209. Fees. (a) The secretary of state shall charge and collect the following fees: (i) For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00);” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-301: “17-14-301. Certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) Repealed by Laws 1995, ch. 45, § 2. (iii) The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205; (iv) The name and the business address of each general partner; (v) The amount of cash and a description and statement of the agreed value of the other property or services contributed or to be contributed in the future; (vi) Repealed by Laws 1995, ch. 45, § 2. (vii) Repealed by Laws 1995, ch. 45, § 2. (viii) Repealed by Laws 1995, ch. 45, § 2. (ix) Repealed by Laws 1995, ch. 45, § 2. (x) Repealed by Laws 1995, ch. 45, § 2. (xi) Repealed by Laws 1995, ch. 45, § 2. (xii) Repealed by Laws 1995, ch. 45, § 2. (xiii) The latest date upon which the limited partnership is to dissolve; (xiv) Whether the limited partnership is a limited liability limited partnership; and (xv) Any other matters the partners determine to include therein. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-304: “17-14-304. Execution of certificates. (a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner: (i) An original certificate of limited partnership shall be signed by all general partners; (ii) A certificate of amendment shall be signed by at least one (1) general partner and by each other general partner designated in the certificate as a new general partner; and (iii) A certificate of cancellation shall be signed by all general partners. (b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-306: “17-14-306. Filing in office of secretary of state. (a) Two (2) signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (i) Endorse on each duplicate original the word "Filed" and the day, month and year of the filing thereof; (ii) File one (1) duplicate original in his office; and (iii) Return the other duplicate original to the person who filed it or his representative. (b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled. (c) If the secretary of state refuses to file a certificate under subsection (a) of this section, the secretary of state shall return it to the person who delivered it or to the person's representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-308: “17-14-308. Scope of notice. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-14-309: “17-14-309. Delivery of certificates to limited partners. Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-16-401(b): “(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall not be the same as, or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from the name of any profit or nonprofit corporation, trade name, limited liability company, statutory trust company, statutory foundation, limited partnership or other business entity organized, continued or domesticated under the laws of this state or licensed or registered as a foreign profit or nonprofit corporation, foreign limited partnership, foreign joint stock company, foreign statutory trust company, foreign foundation, foreign limited liability company or other foreign business entity in this state or any fictitious or reserved name.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-28-101(a)-(c), (e): “(a) Each business entity shall continuously maintain in this state: (i) A registered office that may be the same as any of its places of business but shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process as provided in W.S. 17-28-104 and is physically present at that location; and (ii) A registered agent, who shall be: (A) An individual who is at least eighteen (18) years of age, resides in this state and whose business office is identical with the registered office; (B) A domestic business entity whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104; (C) A foreign business entity authorized to transact business in this state whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104; or (D) A business entity or an individual, at least eighteen (18) years of age, who is: (I) In the business of serving as a registered agent for more than ten (10) entities, including a registered agent which serves as a registered agent for the entities served by another commercial registered agent; and (II) Registered as a commercial registered agent under W.S. 17-28-105 and whose business office is identical with the registered office. A business entity registered as a commercial registered agent shall have a written agreement creating an agency relationship with a natural person providing for acceptance of service of process as provided in W.S. 17-28-104. (b) For purposes of this chapter, "business entity" means a corporation, nonprofit corporation, limited liability company, limited partnership, cooperative marketing association, statutory trust, statutory foundation or registered limited liability partnership, whether foreign or domestic. (c) Every registered agent shall certify compliance with the requirements of this chapter on a form prescribed by the secretary of state on the date of registration. (d) For purposes of this chapter, "written agreement" or "contract creating an agency relationship" means any written document granting a natural person representing a registered agent the authority to accept service of process on behalf of any entity served by the registered agent. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually. (e) In addition to the requirements imposed by this section on business entities and registered agents, each business entity and registered agent shall maintain an email address that the secretary of state's office may use to serve documents on the business entity or registered agent as provided in W.S. 17-28-104.” (official text; accessed September 23, 2026).
• Wyo. Stat. § 17-28-104(e): “(e) Upon formation of a business entity, the business entity shall execute a consent to service by electronic means for use in the limited circumstances where the business entity has no registered agent or where the agent cannot with reasonable diligence be served. Upon acceptance of a summons in accordance with the limited circumstances specified in this subsection, the secretary of state may elect to serve the business entity by electronic means in lieu of the process specified in subsection (b) of this section. Service is perfected under this subsection on the date the electronic communication is sent to the business entity.” (official text; accessed September 23, 2026).
• Wyoming Secretary of State, LP certificate and agent-consent form: “9. Certification. (Please check the box to complete the required certification.) I consent on behalf of the business entity to accept electronic service of process at the required email address provided on the form under the circumstances specified in W.S. 17-28-104(e).” (official text; accessed September 23, 2026).
• Wyoming Secretary of State, LP certificate and agent-consent form: “I hereby certify that I am in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111. Signature:______ Date: (Shall be executed by the registered agent.) (mm/dd/yyyy)” (official text; accessed September 23, 2026).
• Wyoming Secretary of State, Business Division filing-fee schedule (effective July 1, 2026): “Limited Partnerships: Certificate of Limited Partnership (Domestic) ...................................................$100.00 Certificate of Registration (Foreign) ...................................................................$150.00 Reinstatement for Tax ......................................................................................$100.00 Reinstatement for No Registered Agent ............................................................$100.00 Amendment/Cancellation/Any Other Filing ..........................................................$60.00 *Annual Report License tax is $60 or two-tenths of one mill on the dollar ($.0002) whichever is greater based on the company’s assets located and employed in the state of Wyoming.” (official text; accessed September 23, 2026).