Changes Within the Limited Partnership

By Justin Damiani Monday, March 15, 2021

Limited PartnershipA Delaware Limited Partnership (LP) includes one or more General Partners, who manage the company on a day-to-day basis, and one or more Limited Partners, who do not participate in management. The General Partner can be an individual or an entity.

During the formation process for an LP in Delaware, a Certificate of Limited Partnership is filed with the Delaware Secretary of State for approval. Similar to a Certificate of Formation for a Delaware LLC, and a Certificate of Incorporation for a Corporation, the Articles include the name of the Delaware LP, and the name and address of the Delaware Registered Agent. Delaware requires that the name and mailing address of the General Partner (s) is listed on the Certificate of Limited Partnership filed with the state. 

Delaware does not require that The Limited Partner Information be included on the Certificate of Limited Partnership filed in Delaware. Limited partners can invest in the business, but cannot be active participants in the day-to-day operations of the company. Similar to an LLC, the rights and responsibilities of the LP’s partners, and the way that the entity is structured can be listed internally within a Limited Partnership Agreement, which is not required to be filed in Delaware.

 If after the initial filing, the mailing address of the General Partner changes, the company adds a new General Partner, replaces an existing General Partner within the LP, and even if the name of the General Partner needs to be updated, typically an Amendment to the Certificate of Limited Partnership must be filed in Delaware to update the General Partner details. While information can be updated internally within the Limited Partnership Agreement, it’s important to note, that if this were to occur, an Amendment to the Certificate of Limited Partnership would typically be filed in Delaware to update the General Partner details. 

Sometimes, clients update their contact information with their Registered Agent, the responsible party address that was submitted on the ss4 Form to obtain the EIN for the company using IRS Form 8822-B or update their internal Limited Partnership Agreement, but neglect to file the Amendment with Delaware to update the General Partner information. It’s imperative to keep the record up to date for the company.

If the actual Limited Partnership name needs to be changed, a Name Amendment filing can also be completed in Delaware.

If your company needs an amendment to the Certificate of Limited Partnership with the Delaware Secretary of State, Harvard Business Services, Inc. (HBS) can assist.  HBS can prepare the Amendment and email the document for an electronic signature. HBS receives an approved Amendment back from the state within 3 to 5 business days after the Amendment is signed and filed.

If you have any questions about an Amendment or need assistance with forming a new Delaware company such as a Delaware LP and obtaining an EIN for your new Delaware entity, I will be happy to assist.  Feel free to contact me via email at justin@delawareinc.com or I can be reached directly at 1-800-345-2677 or 1-302-645-7400 ext. 6144.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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