Filing Procedures For Forming A Georgia Limited Partnership Form printable pdf download

OFFICE OF SECRETARY OF STATE

CORPORATIONS DIVISION

237 Coliseum Drive

Macon, Georgia 31217-3858

(404) 656-2817

sos.georgia.gov/corporations

Brian P. Kemp

Secretary of State

FILING PROCEDURES FOR FORMING

A GEORGIA LIMITED PARTNERSHIP

Limited partnerships ( “LP”) are formed by filing a certificate of limited partnership with the Secretary

of State. The minimum requirements of Georgia law are outlined herein. Many other provisions

may, and perhaps should, be included in the certificate. It is very simple to form a limited

partnership. The question of whether or not a limited partnership should be formed is complex. The

Corporations Division strongly recommends that filers obtain professional legal, tax and/or business

advice to assure the filer’s goals and intentions are met, and that requirements of the law are

satisfied, both before and after formation of the entity.

Name Reservation

A name may be reserved prior to filing. A reservation fee of $25 must accompany the request. The

reservation may be made online or by submitting a Name Reservation Request form. A name reservation

number that remains in effect for 30 days will be provided by return email within 24 hours of receipt of an

online request and within 36 hours of receipt of a mail-in request, and often sooner. Place the number on

the Transmittal Form 246 that is filed with the certificate of limited partnership. A reservation number

may also be obtained by writing to the Division at the above address. Name reservations are not available

by telephone. Entity formation filings are accepted without a name reservation.

Preparation of Certificate of Limited Partnership

Certificates of limited partnership must include the information described in O.C.G.A. § 14-9-201.

Certificates of limited partnership may be filed online or mailed to the Corporations Division at the above

address. Certificates mailed to the office must be submitted on white 8½x11 paper. All general partners

stated in the certificate must sign the certificate of limited partnership, but an attorney in fact may

sign the certificate on behalf of a general partner. If a general partner is a corporation, an officer

must sign on behalf of the corporate general partner. The signer(s) should indicate in what capacity he

or she is signing.

Filing of Certificate of Limited Partnership and Data Transmittal Form 246

For filings not submitted online, the original and one copy of the certificate of limited partnership, a

completed Transmittal Form 246, and the $100.00 filing fee should be mailed or delivered to the

Corporations Division at the above address. Checks should be made payable to “Secretary of State.” A

certificate of limited partnership is effective on the date received by the Corporations Division unless a

delayed effective date is specified therein. A certificate of formation will be mailed to the applicant,

usually in five to seven business days. Workload issues will sometimes result in a longer turnaround

time, perhaps up to 12 business days. Filings that are not complete will be returned to the applicant along

with a notice that describes the deficiency. If corrected and returned within 60 days the initial date of

receipt will be the date of formation. Deficient filings are deemed abandoned if still pending after 60

days from initial receipt of the filing. After the filing is deemed abandoned, a new filing, including new

filing fees, will be required.

Annual Registration

Each limited partnership must file an annual registration with the Secretary of State. The fee is $50.00.

The initial registration is due between January 1 and April 1 of the year following the calendar year in

which the limited partnership was formed. The annual registration should be filed online at

Filing Procedures For Forming A Georgia Limited Partnership Form

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