Limited Partnership (LP)

Limited Partnership (LP): an unincorporated business structure formed by one or more general partners and one or more limited partners. 

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General vs. Limited Partners

General Partners

General partners are the operators who control and manage the partnership, and are jointly and severally liable for all its debts and obligations.

Limited Partners 

Limited partners generally do not control or participate in the management of the partnership and liable only up to the amount invested by them.


 
  

Foreign (Non-Vermont) LPs Doing Business in Vermont

If you are an existing out-of-state LP and wish to do business in Vermont, you need to file a Foreign Limited Partnership Registration with the Office of the Secretary of State. For more information about registering as a foreign LP, please see “Foreign Business Registration.”
  

Business Name of an LP

The business name of an LP must end with the phrase "Limited Partnership," or the abbreviation "LP."

LP business names may NOT contain the word "cooperative," nor the abbreviation "coop."
   

Limited Partnership Law

Please see 11 V.S.A. Ch.23 of the Vermont Statutes Online for more information on LPs.
   

Registration Fees

Please see “Fees and Filings” for the costs of registration.
   

Duration of Registration

LPs are, uniquely, not renewed on a specific schedule. For renewal information, please see “Renewals.”

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

LP Filings: Online or by Mail

Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

The state of Vermont operates under a “distinguishable on the record” standard. Under this standard, if the requested name is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts.

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Online Filing

Online filing normally takes less than 1 business day.

  
Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:

Log In & File Online

 


Filings by Mail

Please allow 7-10 business days for the processing of any filings received by mail.

  
To register a Vermont (domestic) LP:

Please use the Certificate of Limited Partnership (Vermont LP).

To register a non-Vermont (foreign) LP:

Please use the Foreign Limited Partnership Registration (non-Vermont LP).

This page was last updated: 2016-08-23