Limited Partnerships Filings

Application for Reservation of Name Domestic and Foreign Limited Partnerships

An individual or an existing domestic or foreign limited partnership may reserve a limited partnership name for use at a later date by filing an Application for Reservation of Name pursuant to Section 121-103 of the New York State Revised Limited Partnership Act. The filing of an Application for Reservation of Name will reserve a name for 60 days. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for the filing of the Application for Reservation of Name must be submitted and filed with the document to which the Application for Reservation of Name is applicable.

The completed Application for Reservation of Name, together with the statutory filing fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Two extensions of 60 days each are granted to applicants who submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The fee to extend the Application for Reservation of Name is also $20. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.


Certificate of Limited Partnership Domestic Limited Partnerships

A limited partnership may be formed by the general partner(s) by executing a partnership agreement (See §121-110 of the New York State Revised Limited Partnership Act) and filing a Certificate of Limited Partnership pursuant to Section 121-201 of the New York State Revised Limited Partnership Act.

Section 121-102 of the New York State Revised Limited Partnership Act includes provisions relating to the use of certain words and phrases in the name of the limited partnership. For example, the name of the limited partnership must contain the words "Limited Partnership" or the abbreviation "L.P." In addition, certain words and phrases also require the consent or approval from another agency prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted prior to submitting the document for filing to the Division of Corporations.

The completed Certificate of Limited Partnership, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Domestic Limited Partnerships

Section 121-201 of the New York State Revised Limited Partnership Act requires that within 120 days after the filing of the certificate of limited partnership, a limited partnership (LP) must publish in two newspapers a copy of the certificate of limited partnership or a notice related to the formation of the LP. The newspapers must be designated by the county clerk of the county in which the office of the LP is located, as stated in the certificate of limited partnership. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Application for Authority Foreign Limited Partnerships

A foreign limited partnership may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 121-902 of the New York State Revised Limited Partnership Act. Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains limited partnership records in the jurisdiction of the limited partnership. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.

The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.

Section 121-102 of the New York State Revised Limited Partnership Act includes provisions relating to the name of the limited partnership. For example, the name of the limited partnership must contain the words "Limited Partnership" or the abbreviation "L.P." In addition, certain words and phrases require the consent or approval from another state agency prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted prior to submitting the document for filing to the Division of Corporations.

The completed application, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Foreign Limited Partnerships

Section 121-902 of the New York State Revised Limited Partnership Act requires that within 120 days after the filing of the application for authority, a foreign limited partnership (LP) must publish in two newspapers a copy of the application for authority or a notice related to the qualification of the LP. The newspapers must be designated by the county clerk of the county in which the office of the LP is located, as stated in the application for authority. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, with a $50 filing fee.


Certificate of Amendment Domestic Limited Partnerships

A domestic limited partnership may amend its Certificate of Limited Partnership from time to time by filing a Certificate of Amendment pursuant to Section 121-202 of the New York State Revised Limited Partnership Act. The Certificate of Limited Partnership may only be amended to amend or add such provisions that may be lawfully contained in the initial Certificate of Limited Partnership (i.e., name change, admission/withdrawal of a general partner, etc.).

The completed Certificate of Amendment, together with the $60 filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment Foreign Limited Partnerships

A foreign authorized limited partnership may amend its Application for Authority from time to time by filing a Certificate of Amendment pursuant to Section 121-903 of the New York State Revised Limited Partnership Act. The Application for Authority may only be amended to amend or add such provisions that may be lawfully contained in its Application for Authority (i.e., name change, etc.).

The completed Certificate of Amendment, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Limited Partnerships

A domestic limited partnership may change its Certificate of Limited Partnership from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process; (2) change its county location; or (3) make, revoke, or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 121-202-A(a) of the New York State Revised Limited Partnership Act.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Limited Partnerships

A foreign limited partnership may change its Application for Authority from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process; (2) change its county location; or (3) make, revoke, or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 121-903-A(a) of the New York State Revised Limited Partnership Act.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Limited Partnerships

The agent for service of process of a domestic limited partnership may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 121-202-A of the New York State Revised Limited Partnership Act.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Limited Partnerships

The agent for service of process of a foreign limited partnership may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 121-903-A of the New York State Revised Limited Partnership Act.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Domestic and Foreign Limited Partnerships

The designated registered agent of a domestic or foreign limited partnership may resign pursuant to Section 121-105(c) of the New York State Revised Limited Partnership Act. The registered agent is required to file a Certificate of Resignation of Registered Agent with the Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation for Receipt of Process Domestic and Foreign Limited Partnerships

The designated addressee for service of process of a domestic or foreign limited partnership may resign from this function. A Certificate of Resignation for Receipt of Process pursuant to Section 121-104-A of the New York State Revised Limited Partnership Act must be filed with the New York Department of State.

The completed Certificate of Resignation for Receipt of Process, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Cancellation Domestic Limited Partnerships

Within 90 days following the dissolution and the commencement of winding up the limited partnership, or at any time there are no limited partners, a domestic limited partnership shall file a Certificate of Cancellation pursuant to Section 121-203 of the New York State Revised Limited Partnership Act.

The completed Certificate of Cancellation, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Surrender of Authority Foreign Limited Partnerships

A foreign authorized limited partnership (which will remain in existence in its home state) may surrender its authority to conduct business in New York State. The authority of the foreign limited partnership shall terminate upon the filing of a Certificate of Surrender of Authority pursuant to Section 121-905 of the New York State Revised Limited Partnership Act.

The completed Certificate of Surrender of Authority, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Termination of Existence Foreign Limited Partnerships

A foreign authorized limited partnership that has been dissolved, merged out of existence, or had its authority to conduct its business terminated or canceled in its jurisdiction of organization must file a Certificate of Termination of Existence with the New York Department of State. A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the limited partnership's jurisdiction, must be submitted. Please note that a certified copy of the filing is not acceptable. Please see Section 121-906 of the New York State Revised Limited Partnership Act.

The Certificate of Termination of Existence must be enclosed in a white cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.

The termination statement, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificates of Merger Domestic and Foreign Limited Partnerships

Sections 121-1101 and 121-1106 of the New York State Revised Limited Partnership Act permit the merger or consolidation of limited partnerships with other limited partnerships and/or other business entities.

A Certificate of Merger (or Consolidation) pursuant to Section 121-1103 of the New York State Revised Limited Partnership Act must be drafted by the filer by following the requirements of the statute.

The Certificate of Merger must be enclosed in a white cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.

The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Assumed Name Domestic and Foreign Limited Partnerships

Domestic and foreign limited partnerships are required by Section 121-102(b) of the New York State Revised Limited Partnership Act to conduct their activities under their true legal name in New York State unless it complies with the requirements of Section 130 of the New York State General Business Law by filing a Certificate of Assumed Name. The New York Department of State has prepared a brochure to make the filing of a Certificate of Assumed Name as easy as possible. The brochure includes the form for filing the Certificate of Assumed Name, fee information, instructions for filing, and general information.

The completed Certificate of Assumed Name, together with the statutory fee of $25, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment of Certificate of Assumed Name Domestic and Foreign Limited Partnerships

A Certificate of Assumed Name may be amended by filing a Certificate of Amendment of Certificate of Assumed Name pursuant to Section 130 of the New York State General Business Law. The Certificate of Assumed Name may be amended to reflect a change in the true name of the entity, amend the assumed name, change the principal place of business, add or delete counties in which business is conducted under the assumed name, and add or delete the address(es) of specific business location(s).

The completed Certificate of Amendment of Certificate of Assumed Name, together with the statutory fee of $25, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Discontinuance of Assumed Name Domestic and Foreign Limited Partnerships

If the business for which the Certificate of Assumed Name was filed is discontinued or is no longer required, a Certificate of Discontinuance of Assumed Name may be filed with the New York Secretary of State pursuant to Section 130 of the New York State General Business Law.

The completed Certificate of Discontinuance of Assumed Name, together with the statutory fee of $25 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.