A clean handoff, in 4 steps.
Tell us your state
Where allowed varies by entity type.
Confirm structure
Members, managers, share class, purpose.
We file with state
State acceptance same-day to 15 days.
In your BOS
Compliance + RA + ongoing tracking auto-enabled.
Common questions.
What is a limited partnership (LP)?
A limited partnership has at least one general partner who manages the business and bears unlimited liability, and one or more limited partners who invest but have limited liability and no management role. It is common for investment funds and real estate. We form your LP and keep it compliant.
How is an LP different from a general partnership?
An LP requires a state filing and separates the roles: general partners manage and are personally liable, while limited partners are passive investors with liability capped at their investment, whereas in a general partnership all partners manage and share unlimited liability. We flag which structure fits your situation.
Who uses limited partnerships?
LPs are common for investment funds, private equity, and real estate ventures, where passive investors want limited liability and a general partner runs the operation, and for family limited partnerships in estate planning. We flag whether an LP fits your goals so you use the right vehicle for your investors.
What is the general partner's liability?
The general partner bears unlimited personal liability for the LP's obligations and manages the business, which is why general partners are often themselves an LLC or corporation to add a liability shield. We flag how to structure the general partner so managing the LP does not expose an individual's personal assets.
Do limited partners have liability protection?
Yes, as long as they stay passive: limited partners' liability is generally capped at their investment provided they do not take part in management, since active involvement can cost them that protection. We flag the boundaries so your limited partners keep their protection while the general partner runs the business.
How is an LP taxed?
An LP is generally a pass-through: it files an information return and issues K-1s, and partners report their shares on their personal returns, so there is no entity-level income tax, though the treatment of each partner's income can differ. We flag how the tax works and coordinate with your advisor for investment structures.
Should the general partner be an entity?
Often yes: because the general partner has unlimited liability, structuring it as an LLC or corporation adds a liability shield, a common and prudent approach. We flag when to form an entity as the general partner so the person behind the LP is not personally exposed to its obligations.
What ongoing compliance does an LP have?
An LP generally files a state annual report, keeps a registered agent, pays any state taxes, and files a partnership return, so compliance is real and ongoing. We track your filings on a compliance calendar so your LP stays in good standing.
Can File.Business form my LP?
Yes: we form the limited partnership, help structure the general partner for liability protection, provide the registered agent, obtain the EIN, and keep your compliance on track, so your LP is set up correctly for your investors and stays in good standing.