How to Form a Limited Partnership (LP) in New York

A Limited Partnership (LP) is a method of structuring a business that supplies limited liability to its members and the tax and structural flexibility of a partnership. The limited liability element of the LP safeguards the assets of the limited partners but not the assets of the general partners.

Similar to partnerships, an LP does not have many of the managerial prerequisites of corporate and corporation taxes. If an individual is considering forming a business in New York, such as a limited partnership, LLP, or LLC, an individual should consult with a local New York attorney.

What Are the Requirements to Open a New York LP?

A limited partnership can only be formed under state law. This means that the conditions and protections provided to limited partnerships may vary widely by state.

Even though LPs provide a lot of flexibility in developing and structuring in the State of New York, there are prerequisites, including:

• Choose a name for the LP: The name must be different from all other company names on record at the New York Department of State;
  • The name must include either “limited partnership” or the abbreviation “L.P.;”
• Signature of general partner: Every LP has to have at least one general partner who is personally liable for the actions of the LP;
• Certificate of limited partnership: The Department of State supplies a PDF fillable Certificate of Limited Partnership. This document needs to include:
  • The name of the LP;
  • The county the LP’s office is located in;
  • A business address to forward notice of legal process; and
  • Known info on all general partners;
• Partnership agreement: New York requires a partnership agreement if drafted, to be included with the Certificate of Limited Partnership filed with the Department of State. There are no requirements for partnership agreements, but they can be useful to settle:
  • Partner contributions;
  • Allocation of earnings;
  • Partners’ control;
  • Other issues.
• Certificate of publication: New York requires new limited partnerships to post a copy of the certificate of limited partnership in at least two newspapers within 120 days of filing the certificate with the New York Department of State;
  • Afterward, a certificate of publication must be filed with the state department. The certificate of publication is required to contain affidavits from the editor of each of the newspapers.

What Paperwork Do I Need to File to Open a New York LP?

The forms required to start a company as a limited partnership can be found on the New York Department of State website. The Certificate of Authority and the processing fee can be filed with the Department of State, Division of Corporations.

What Are the Benefits of Opening an LP in New York?

There are several reasons why an individual may want to structure their company as an LP, such as:

• Limited liability: Similar to a corporation, an LP protects the personal assets of its limited partners from the debts and legal liabilities of the business;
  • An LP must have at least one general partner who is personally liable for all claims made against the LP;
• Pass-through tax entity: An LP is taxed as a pass-through entity and bypasses the double tax that occurs with corporations. The LP itself is not taxed;
  • Instead, the partners are taxed according to their individual tax bracket when the LP’s profits are paid;
• Biennial report: LPs are not required to file biennial reports in New York;
• Survivability: Unlike a general partnership, LPs do not have to be reformed every time a partner dies; and
• Late filing: An operating general partnership may transform into a limited partnership at any time if it satisfies the conditions outlined above.

What Are the Cons of Opening a New York LP?

Even though the limited liability as well as the capability of avoiding the double taxation that is associated with the corporation may seem attractive, there are a few drawbacks to structuring a company as an LP, including:

• Filing and fees: Unlike a general partnership or sole proprietorship, an LP requires filing formation forms and payment of certain administrative costs, which may be upwards of $250 for the initial filing and may require the help of a lawyer;
• General partner liability: In contrast to a limited liability company or a limited liability partnership, limited partnerships must have at least one general partner who is personally liable for any claims made against the LP.

How Do I File the Certificate of Limited Partnership?

An individual is required to file a certificate of limited partnership to form the new limited partnership legally. This will involve filling out and submitting the Certificate of Limited Partnership form, which will require:

• Name of the limited partnership;
• County where the office of the limited partnership is located;
• Name and address of the registered agent;
• Name and residence or business address of each of the general partners;
• The latest date the limited partnership is to dissolve;
• The signature of a general partner; and
• Filer’s name and mailing address.

A printable copy of a New York Certificate of Limited Partnership can be found online. After completing the form, an individual should send it, along with the filing fee, to the Department of State’s Corporations Division.

The state of New York sets a filing fee of $200 to create a limited partnership. It is important to be aware that the New York Department of State does not provide a typical processing period for the Certificate of Limited Partnership document.

If an individual requires that their records be processed fast, they may prefer to expedite the transaction for an extra cost.

Other Steps in Creating a New York Limited Partnership Agreement

Although the State of New York does not legally require it, it is a vital record that defines the essence of the agreement between the general and limited partners. In general, an agreement should include:

• The duration, in years, of the partnership;
• Identities and functions of general and limited partners;
• Initial capitalization and continuing money contributions;
• Distribution of earnings and losses;
• Governance structure;
• Voting rights and meeting agendas;
• Accounting and record-keeping methods; and
• Requirements for transfer and dissolution.

Are There Any Other Business Licenses and Permits I Need to Obtain?

In New York, there is no broad business license. However, the state does have over one thousand industry-specific licenses that can be checked online.

It might seem overwhelming to choose which type of license applies to an individual’s limited partnership. In this case, they can register with the state’s Business Express system and develop an individualized licensing list for their limited partnership. An individual will also want to ensure they have any required occupational permits for running their LP.

A complete list of required occupational permits and how to obtain them can be found on the New York’s Department of Labor website. In addition to complying with licensing requirements at the state level, an owner will also want to ensure they have any required local permits.

For example, New York City has its own Step-By-Step Business Service, which lets individuals who are running companies within the city limits make a customized list for local licenses and permits. In order to ensure compliance with county or city conditions, an individual should explore their local government’s web page and consult with a local attorney.

Should I Hire a Lawyer?

If you are looking to structure a business, possibly as a limited partnership, it is essential to consult with a New York corporate lawyer. Your lawyer can help you fulfill all of the legal requirements of running your business as well as represent you in court if a dispute arises.

Your lawyer can help you complete and file all of the required paperwork. Your lawyer can also assist you with drafting a partnership agreement to govern your business.