Register a Limited Partnership with Georgia Secretary of State

A limited partnership (LP) is a business structure composed of general and limited partners.

An LP allows limited partners to invest in the business and take a share of the profits without becoming personally liable for partnership debts and obligations. A general partner has unlimited liability. An LP pays no entity-level income tax or net worth tax. Instead, each partner is taxed directly upon his or her share of the profits. A specialized attorney may be able to help you determine if an LP is appropriate for your business.

How Do I …

Register an LP?

  • Get Prepared

    • Do your research to be sure an LP is the right structure for your business entity.
    • Determine if you are a foreign or domestic business entity. A domestic entity is one that is being created for the first time in Georgia. A foreign entity is one that already exists outside of the State of Georgia — whether that is another country or simply another U.S. state. Foreign entities must follow a different procedure to do business in Georgia.
    • Select a registered agent for your company. The registered agent is the person or entity designated to receive any service of process, documents, or other official communication on behalf of the business. A registered agent must be located in Georgia.
    • Have any optional provisions prepared in advance. Optional provisions refer to information about the entity that are not required by law.

  • Gather What You'll Need

    • Name of the LP or a valid name reservation number
    • Name and address of the person filing for the LP
    • A valid email address
    • Mailing address of the principal office
    • Name and address of the registered agent
    • Name and address of each general partner
    • Any optional provisions you need to add to your certificate of partnership
    • A form of payment. Depending on how you apply, your form of payment will be one of the following: credit card, check, cashier’s check, or money order.

  • Create & File Registration

    You can register an LP online, by mail, or in person. Applications can be expedited for additional fees. Each registration method has different processing times and expedite options.

    • Register online
      1. Visit the Secretary of State’s online services page.
      2. Select “create or register a business”. Create a new, domestic business and choose domestic limited partnership.
      3. Fill out the required information about your business entity (listed above).
      4. Pay the $100 filing fee by approved credit card: Visa, MasterCard, American Express, or Discover.

      Processing Time: 7 business days; registrations can be expedited for an additional fee. Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250.

    • Register by mail
      1. Draft the limited partnership’s Certificate of Limited Partnership.
      2. Download and fill out the Transmittal Form — Limited Partnership (246) from the Georgia Secretary of State website.
      3. Mail the completed Certificate of Limited Partnership, transmittal form, and $110 filing fee by check or money order to:
        Office of Secretary of State
        Corporations Division
        2 Martin Luther King Jr. Dr. SE
        Suite 313 West Tower
        Atlanta, Georgia 30334

      Processing Time: 15 business days; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250. Processing in one hour costs an additional $1,000.

    • Register in person
      1. Registering in person provides you with additional expediting options.
      2. Draft the limited partnership’s Certificate of Limited Partnership.
      3. Download and fill out the Transmittal Form — Limited Partnership (246) from the Georgia Secretary of State website.
      4. Submit the completed Certificate of Limited Partnership, transmittal form, and $110 filing fee to the Secretary of State's Corporations Division.
        Office of Secretary of State
        Corporations Division
        2 Martin Luther King Jr. Dr. SE
        Suite 313 West Tower
        Atlanta, Georgia 30334

      Response Time: Varies; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250. Processing in one hour costs an additional $1,000.

  • Next Steps

    • Provided all of your information is valid and your name has not been taken, you will receive your certificate of limited partnership within the specified processing time.
    • Each year, you must file an annual registration for your LP between January 1 and April 1. Your LP will be placed in an inactive status after three consecutive years of failing to file an annual registration.
    • It is important to note that registering with the Georgia Secretary of State is not the only step you will need to take before you can start doing business in the State of Georgia.

Georgia Secretary of State About

Visit

237 Coliseum Drive Macon
Macon, GA 31217-3858
United States

Primary
(404) 656-2817
Press Office
(470) 312-2733
Fax
(404) 656-0513
[email protected]
Mail to

2 MLK Jr. Dr. S.E. - Floyd W. Tower
Suite 814
Atlanta, GA 30344

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This information was prepared as a public service of the State of Georgia to provide general information, not to advise on any specific legal problem. It is not, and cannot be construed to be, legal advice. If you have questions regarding any matter contained on this page, please contact the related agency.