How to Convert a General to a Limited Partnership

By Terry Masters

A general partnership is a contractual agreement between two or more people or entities to conduct business together. Since each partner in a general partnership remains personally liable for all business obligations, the law does not require it to file a formation document that notifies the public of its status as an independent entity. A limited partnership allows some of the partners to enjoy limited liability, meaning their personal responsibility for business debts is limited to the amount of their investment. States that allow the formation of limited partnerships require them to register with the state by filing a certificate of limited partnership, so the public can identify the parties legally responsible for business activity.

A general partnership is a contractual agreement between two or more people or entities to conduct business together. Since each partner in a general partnership remains personally liable for all business obligations, the law does not require it to file a formation document that notifies the public of its status as an independent entity. A limited partnership allows some of the partners to enjoy limited liability, meaning their personal responsibility for business debts is limited to the amount of their investment. States that allow the formation of limited partnerships require them to register with the state by filing a certificate of limited partnership, so the public can identify the parties legally responsible for business activity.

Step 1

Call a meeting of the general partners. Vote to convert the general partnership to a limited partnership. Decide which partners will remain general partners. Most state limited partnership statutes require a limited partnership to have at least one general partner. Record the vote and subsequent decisions in the meeting minutes and file the minutes with the company records.

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Step 2

Amend the general partnership agreement to provide for limited partners. Address additional operational procedures, such as the rights and duties of limited partners, the amount of a limited partner's initial capital contribution and the permissible ways a limited partner may divest himself of his interest in the partnership.

Step 3

Contact the business registrar of a state that will serve as the partnership's home base. The secretary of state's office serves as the business registrar for most states. Obtain the appropriate form for registering your limited partnership, which might be called a "certificate of limited partnership template" or something similar.

Step 4

Fill out the form according to the instructions provided.Typically you must provide the name and address of the limited partnership, the length of its existence, and the name and address of the general partners. Most states will also require a limited partnership to designate a registered agent, or official person or entity, that will accept mail for the partnership.

Step 5

File your certificate of limited partnership and pay the appropriate filing fee, which varies among states.

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The Limited Partnership Act in South Carolina

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