The requirements for filing a domestic limited partnership in New York under Section 121-201 of the Revised Limited Partnership Act (RLPA) are few and straightforward; however, problems can occur on submission and information set forth in the limited partnership can have an effect on the entity long after the filing.
The basic elements required for the formation of a limited partnership in New York are as follows:
- Name—must be available for use and not contain restricted words without the proper consent.
- Office of the limited partnership—may only be stated in the form of a county.
- Designation of the Secretary of State as agent and address for service of process—this address may only be in the United States or its possessions.
- General partners—the name and residence or business address of each general partner must be stated and each general partner must sign the document.
- The latest date upon which the limited partnership is to dissolve—must be a complete date and “perpetual” is not acceptable.
The “latest dissolution date” referred to above can be any date, the most common being one year or two years, five years, ten years, etc. from the date of its anticipated formation. When the information for the limited partnership is entered into the Department of State computer records, the latest dissolution date is noted and placed in a designated field on the database. Continued monitoring of this date is important.
When that date occurs and no amendment changing it to some future date has been filed, the computer system will automatically alter the status of the limited partnership to “inactive - duration expired,” ending its existence. In many instances, due to poor entity housekeeping, this fact is only discovered when a Certificate of Good Standing is requested or when a subsequent document is submitted for filing.
The RLPA does not contain a provision for the revival of existence of a limited partnership whose existence has expired by the date limitation. When this happens, this entity is irretrievably gone. Another Certificate of Limited Partnership with the same name may be filed, but its existence begins with the new filing date and, as a newly created entity, the publication requirements apply.
Things to Keep in Mind When Forming a New York Limited Partnership
- The name of the limited partnership must contain the words “Limited Partnership” or the abbreviation “L.P.”
- The names and addresses of the limited partners, though not required, may also be set forth.
- The RLPA contains no provision for a Certificate of Correction.
- Limited partnerships are not required to file biennial statements but do have a publication requirement.
- The “latest dissolution date” must be carefully monitored.
By keeping these things in mind, you can avoid delays and unforeseen difficulties for your New York limited partnership.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.