What Is the Function of an Agent in a Limited Partnership?

By John Cromwell

When starting a business, you need to make a lot of choices. Beyond what product or service you want to provide, there are numerous legal considerations as well. One is what type of business you want to form, such as a limited partnership. You may also need to appoint different people to hold certain legal positions, such as the registered agent of the business. If you start a limited partnership, you will need to identify a registered agent. While each state has its own separate laws concerning business formation, the basic functions of a registered agent for a limited partnership are generally consistent.

When starting a business, you need to make a lot of choices. Beyond what product or service you want to provide, there are numerous legal considerations as well. One is what type of business you want to form, such as a limited partnership. You may also need to appoint different people to hold certain legal positions, such as the registered agent of the business. If you start a limited partnership, you will need to identify a registered agent. While each state has its own separate laws concerning business formation, the basic functions of a registered agent for a limited partnership are generally consistent.

Limited Partnership Basics

A limited partnership has two classes of ownership. The general partners manage the business. These owners are also personally liable for the business’s obligations; if the limited partnership lacks the funds to pay off its debts, the general partners must pay with their own funds. The limited partners are generally investors. Limited partners do not manage the business; therefore, they are generally not personally liable for the business’s debts. A limited partnership must formally register with the state where it is located, typically by submitting a certificate of limited partnership to the Secretary of State.

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Registered Agent Defined

When a limited partnership registers with the appropriate state authority, it generally must provide the name and contact information of a registered agent. The purpose of a registered agent is to receive “service of process” on behalf of the business. This means that if the business is sued, any summons or legal notice of a lawsuit is given to the registered agent. In addition, a registered agent might also be the person who receives all official legal documentation related to the business, such as license registration documents, franchise tax notices and state annual report forms. In his role as legal intermediary, the registered agent generally keeps copies of important legal documents, including the partnership agreement, certificate of limited partnership and all other legal notices.

Choosing an Agent

To qualify as a registered agent, an entity generally must have a physical address in the state where the partnership is registered and be available during conventional work hours. A P.O. box or rented mailbox does not count as an address. A limited partnership cannot serve as its own agent, but a third-party business generally can. An officer or partner in the business can be the registered agent; however, businesses often select their attorney or a third party legal service to serve as agent. Some states provide a list of private service companies that can serve as a limited partnership’s registered agent.

Changing Agents

To change its registered agent, a business entity must amend its certificate of limited partnership since it was the original certificate that registered the agent with the state. Generally, the state agency the partnership filed the original certificate with will have a form available that must be used to amend the certificate.

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New Mexico's Uniform Revised Limited Partnership Act

References

Related articles

How to File a Certificate of Limited Partnership in Indiana

A limited partnership in Indiana allows the limited partner to be shielded from the partnership's liabilities. Unlike a general partner, the limited partner doesn't actively control the business and isn't liable for the partnership's obligations. A limited partnership doesn't have annual reporting requirements with the Indiana Secretary of State as do certain other business entities, such as corporations and limited liability companies or LLCs. Forming a limited partnership in Indiana requires that you file a Certificate of Limited Partnership with the Secretary of State. You may file the certificate by mail, in person or online.

How to Start a Limited Partnership in Missouri

Missouri gives you many options to choose from when deciding on a business structure, including sole proprietorships, corporations, limited liability companies, general partnerships and limited partnerships. Limited partnerships allow a great deal of flexibility in management while providing liability protection for partners who invest without participating in the partnership’s management. To form a limited partnership in Missouri, you must register your business with the Secretary of State’s Corporations Division.

How to Change a Sole Proprietorship to a Partnership When One Partner Is in a Different State

Where partners live is unimportant with regard to forming a partnership. While practical considerations will generally result in the business being headquartered where at least one of the partners lives, the partners are not legally required to locate their business in one state or another based on personal legal residence. Moreover, since a sole proprietorship has no formal filing requirements, you will not need to dissolve your business prior to starting the partnership. General partnerships are informal business organizations that require minimal formal governmental filings to form.

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