For example, in New Mexico, California, and Montana, one must create an LLC by filing through the state government. But as far as I know, none of those states require the same for a Limited Partnership. (Though if doing a certain type of business in the states, one probably has to register the LLC/LP but that's a different matter than what I'm asking.)

  • 2
    are you sure? "Limited Partnership (LP) To form an LP in California, go to bizfileOnline.sos.ca.gov, log in, select Register a Business under the Business Entities Tile, Certificate of Limited Partnership - CA LP and follow the prompts to complete and submit. " sos.ca.gov/business-programs/business-entities/….
    – Tiger Guy
    Commented Jul 26, 2023 at 21:04
  • 1
    I guess you're right about CA!
    – geronimo
    Commented Jul 27, 2023 at 22:26

1 Answer 1


A limited partnership is a entity with one or more unlimited liability partners and one or more limited liability partners. This form of organization was popular, especially in the 1970s and 1980s in the oil and gas industry and in the real estate development industry, before it was possible to have partnership taxation with a fully limited liability entity (which became possible in the 1990s).

The limited partnership form of organization allowed limited liability investors to receive passthrough taxation, because there were other unlimited liability investors. Unlike limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs), some partners in a limited partnership (LP) have unlimited liability.

These days true limited partnerships that are not limited liability limited partnerships are used mostly in estate planning, and residually by not very up to date lawyers in the oil and gas industry and real estate development industries where they used to be the preferred form of organization. One of the main reasons that they are used now is that state law typically decrees that limited partners have no voting or management rights, which is attractive to many promoters and family business owners who want to bring in additional investment or transfer economic ownership rights without ceding control.

Historically, limited partnership organizational documents had to be filed in the real property records of the counties where the limited partnership owned real estate, because they were used predominantly for real estate investments and because unlimited liability general partnerships usually don't have to file organizational documents with the state because they are the default form of organization.

Most states have since changed their laws so that limited partnership have to file organizational documents with the state level Secretary of State (see, e.g., Colorado, California, New York, and Texas) rather than in county real property records. But a few states, by virtue of inertia, have not changed their laws and retained the historical requirement. Both the historic registration requirement in real property records and the modern requirement of Secretary of State filings flowed from the language of widely adopted model statutes for limited partnerships.

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