Business Formation: Limited Partnership

A limited partnership is a kind of partnership where the limited partners share in the partnerships liability up to the amount of his/her investments in the limited partnership.  Limited partnership must have at least one general partner and one limited partner.  The general partner has the right and responsibility to control the limited partnership.  The general partner is also responsible for the debts and obligations of the business.  The general partner has unlimited personal liability.  The required formalities for setting up a limited partnership must be observed or the limited liability of the limited partners may be lost.

In order for a Minnesota Limited Partnership to be formed, a Certificate of Limited Partnership must be delivered to the secretary of state for filing, along with a filing fee.  Subsequent amendments to this certificate are subject to filing fees as well.

A Foreign Limited Partnership may apply for A Certificate of Authority to Transact Business in this state by delivering an application to the secretary of state for filing along with a filing fee.  Subsequent amendments to this certificate also require filing fees.

An annual renewal is required once each calendar year.  There is no charge for filing the renewal unless the limited partnership is revoked, in which case a reinstatement fee is required.