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.
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.
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.