Limited Partnership

A limited partnership is a partnership formed by at least two persons.  The partnership must have at least one general partner and at least one limited partner. The general partner assumes the personal liability for the debts and obligations of the partnership.   The limited partners do not have any personal liability beyond the capital contributions they make to the partnership.  However, when a limited partner participates in control of the  business, that limited partner is liable to persons who believe, based on the conduct of the limited partner, that the limited partner is a general partner.

A Pennsylvania limited partnership is formed by filing a Certificate of Limited Partnership on form DSCB:15-8511 with the Corporation Bureau, Department of State.  A foreign (non-Pennsylvania) limited partnership may file to conduct business in the Commonwealth by filing an Application for Registration on form DSCB:15-8582.

The Certificate of Limited Partnership or Application for Registration can be completed online through the Online Business Registration Interview (OBRI).

  Click here to proceed to the OBRI.

The description above is for informational purposes only, and is not intended as legal advice.  If you are unsure whether a corporation is the correct business form for you, seek legal advice.