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Home  Arizona Law  Types of Entities  Arizona Limited Partnership

Arizona Limited Partnership

by Richard Keyt

This article is part of a series of nine related articles about the seven types of entities most commonly used in Arizona to operate a business and to hold business assets.  The articles are:  sole proprietorships, general partnerships, limited partnerships, C corporations, S corporations, trusts, limited liability companies, the "best" entity and the entity comparison table.  The type of entity can have significant income tax and asset protection consequences.  The articles discuss the entities in terms of ease and cost of formation, number of owners & restrictions on ownership, privacy, control and management, owners protection from liabilities of the entity, and federal income taxation issues. 

Arizona Limited Partnership

Ease of Formation & Cost

The Arizona limited partnership is a special type of partnership specifically authorized and created under Chapter 3 of Title 29 of the Arizona Revised Statues.  To form an Arizona limited partnership, the partners must file a document with the Arizona Secretary of State called a "Certificate of Limited Partnership."  This certificate must state:

Because a Certificate of Limited Partnership must be filed to create an Arizona limited partnership, this type of entity is somewhat complex to create.  The Arizona Secretary of State provides a sample form Certificate of Limited Partnership.   The fee to file a Certificate of Limited Partnership in Arizona is $10 plus $3 per page.

There are some technical requirements that must be satisfied to create a limited partnership in Arizona.  The name of a proposed Arizona limited partnership must not be identical to or too similar to the name of another Arizona limited partnership, corporation, limited liability company or registered trade name.  Before selecting a name for a limited partnership, you should conduct preliminary search for existing names at http://www.azsos.gov.  The name selected for the partnership must include "Limited Partnership" or "LP."  For example, "XYZ Limited Partnership" or "ABC LP."  The partnership must have a physical address in Arizona, a statutory agent in Arizona, and all general partners must sign the Certificate of Limited Partnership.

Arizona limited partnerships may exist without any a written agreement of any kind signed by the partners other than the Certificate of Limited Partnership.  However, everybody who intends to form a limited partnership or who has an existing limited partnership should have the partners adopt a written limited partnership agreement that specifies the rights and obligations of all the partners.

Number of Owners & Restrictions

A limited partnership is owned by two types of partners, general partners and limited partners.  A limited partnership must have at least one general partner and one limited partner.  There are no limits on the number of either type of partner or on the types of entities that can be partners.  Caveat:  Some limited partnership interests are securities for the purposes of federal and state securities laws, in which case securities law may limit the number and types of investor/partners.

Control & Management

General partners of a limited partnership are responsible for managing the business and affairs of the partnership.  Limited partners, however, generally have little, if any, involvement in managing or operating the limited partnership.  The difference management powers granted to general partners and limited partners is one of the two primary differences between a  general partnership and a limited partnership.

Limited partners may have certain limited rights granted by a partnership agreement such as the right to attend meetings of partners and the right to vote on the sale of all or substantially all of the assets of the partnership and other major activities of the partnership.  In fact, Arizona law provides that a limited partner who participates in the control of the business may become liable for the obligations of the partnership.  A.R.S. § 29-319.A.

Arizona law does not require that a limited partnership have annual meetings, file reports with the Arizona Corporation Commission, Arizona Secretary of State or other state agency or that the partnership pay any annual fees.

Privacy

The names and business addresses of each general partner of an Arizona limited partnership are a matter of public record in the office of the Arizona Secretary of State.  Unless a limited partner is also a general partner, the names, addresses and interests of limited partners are not a matter of public record in Arizona.

Owner's Protection from Liabilities

The second of the two primary differences between general partnerships and limited partnerships is that the limited partners are, as a general rule, not liable for the obligations and liabilities of the partnership.  A.R.S. § 29-319.A.  Caveat:  See the discussion above concerning when a limited partner becomes liable for the obligations and liabilities of the partnership.  All general partners of a limited partnership, however, are personally liable for all the obligations and liabilities of the partnership.

Federal Income Taxation

In general limited partnerships are taxed the same as general partnerships.  The limited partnership is not a taxpaying entity and the profits and losses are passed through to the general and limited partners.  See the discussion above about general partnership taxation.

Before the creation of the limited liability company, the limited partnership was a very popular vehicle for owning and operating real estate businesses and investments.  The limited liability company replaced the limited partnership as the preferred entity for owing and operating real estate businesses and investments.

Related Articles

This article is a general discussion of the characteristics of Arizona limited partnerships.  The article is not specific advice.  Before choosing your new entity, you should consult with your accountant and business attorney and discuss your options and choose the type of entity that is best for you in light of your particular facts and circumstances. 

This article was first published on February 9, 2003.

About the Author

Richard Keyt, J.D., LL.M. (income taxation New York University Law School) is a business, real estate, transactions, contracts and estate planning attorney licensed to practice law in Arizona.  He has formed over 1,500+ Arizona limited liability companies in the last few years because his low cost high quality LLC package is second to none and it only costs $599 for everything.  Rick has practiced law in Arizona since 1980.  Rick can be reached by telephone at 602-906-4953, ext. 101.  Email at  rickkeyt@keytlaw.com and fax at 602-297-6890.  Rick's web site located at www.keytlaw.com had over 1,000,000 visitors in 2006 and 2007.  Rick does not accept matters involving landlord / tenant disputes or litigation of any kind (other than tax lien foreclosures).  Communicating with Richard Keyt via email or otherwise does not cause you to become a client or cause your communications to be confidential or subject to the attorney client privilege.

This page was last modified on October 18, 2007.

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