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.

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.

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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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How to Convert a General to a Limited Partnership


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The laws of each state govern the creation and dissolution requirements of limited partnerships that operate within its jurisdiction. However, 18 states and the District of Columbia follow the Uniform Limited Partnership Act of 2001, thereby creating some uniformity in partnership dissolution rules. If the limited partnership you’re dissolving operates in a different state, the rules are fairly similar but differences may exist. Be sure to research the laws of your own state.

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