The Certificate of Limited Partnership (form CERT_LP) is the Colorado Secretary of State document filed under § 7-62-201 of the Colorado Revised Statutes (C.R.S.) for a domestic limited partnership. It gives the partnership's name, principal office, registered agent and general partner, and states that the partnership has at least two partners, one of them a limited partner. On FillingPDF you can fill out the form online and download or print the completed PDF. The Secretary of State lists this PDF as a sample form and takes the filing online, as described below.
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What is CERT_LP?
The Certificate of Limited Partnership is the Colorado Secretary of State form, filed pursuant to § 7-62-201 C.R.S., on which a domestic limited partnership states its entity name, initial principal office, registered agent, general partner and basic partner structure.
The four-page form is organized in numbered sections:
- Section 1: the domestic entity name of the limited partnership.
- Section 2: the principal office address and, if different, a mailing address.
- Section 3: the registered agent, either an individual or an entity, with the agent's consent.
- Section 4: the true name and mailing address of the general partner, with an option to attach additional general partners.
- Section 5: the statement that there are at least two partners, at least one of whom is a limited partner.
- Section 6: an option to attach additional information provided by law.
- Section 7: an optional delayed effective date.
- Section 8: the notice of perjury.
- Section 9: the name and mailing address of the individual causing the document to be delivered for filing.
The Secretary of State's forms page groups this document under limited partnerships (LP). Other entity types have their own documents, such as the Combined Certificate of Limited Partnership and Statement of Registration to Register as a Limited Liability Limited Partnership for an LLLP. Changes after filing use separate forms, including the Certificate of Amendment to Certificate of Limited Partnership.
Who needs to file CERT_LP?
The main group is the general partner or the individuals acting for a domestic limited partnership that is being set up in Colorado. They complete the certificate and deliver it to the Colorado Secretary of State for filing.
The form speaks to these roles:
- General partner: named in Section 4, as an individual or an entity. Any additional general partners go in an attachment.
- Registered agent: named in Section 3, as an individual or an entity but not both. The person appointed must have consented to the appointment.
- Individual causing delivery: named in Section 9. Under Section 8, each individual who causes the document to be delivered affirms it under penalties of perjury, whether or not that person is named in the document.
The partnership must have at least two partners, at least one of whom is a limited partner, because Section 5 states that.
Do not use this form for a different entity type. The Secretary of State publishes separate documents for limited liability limited partnerships, limited liability partnerships, limited liability companies and limited partnership associations.
When to file CERT_LP
No deadline is printed on the form. You file the Certificate of Limited Partnership when you are ready to deliver it to the Colorado Secretary of State for the limited partnership.
Section 7 lets you choose a delayed effective date. Enter it in the format mm/dd/yyyy hour:minute am/pm. If you give a date but no specific time, the filing takes effect at 11:59 PM, and times are MST/MDT. The form cautions that a delayed effective date has significant legal consequences, so leave Section 7 blank if the document does not need one.
The Secretary of State's forms page also lists a Statement of Correction Correcting a Delayed Effective Date, which shows that a wrong date is corrected through a separate filing.
Documents you need
- Attachment naming each additional general partner with a mailing address, only if the limited partnership has more than one general partner and you mark the box in Section 4.
- Attachment with additional information provided by law, only if you mark the box in Section 6.
- Attachment naming the additional individuals causing the document to be delivered for filing, with true name and mailing address, only if you mark the box in Section 9.
How to fill out CERT_LP
Enter the limited partnership's name
In Section 1, type the domestic entity name of the limited partnership. The form cautions that certain terms and abbreviations are restricted by law, so read the Secretary of State's instructions first.
Complete the principal office address
In Section 2, enter the street address of the initial principal office, with city, state, ZIP code and, if applicable, province and country. Fill in the mailing address only if it differs from the street address.
Identify the registered agent
In Section 3, give either an individual (last, first, middle, suffix) or an entity name, never both. Then enter the agent's street address in Colorado and an optional mailing address.
Mark the registered agent consent
In Section 3, mark the box stating that the person appointed as registered agent has consented to being so appointed.
Name the general partner
In Section 4, enter the true name of the general partner as an individual or an entity, not both, plus the mailing address. Mark the additional-general-partners box and attach the list only if there is more than one.
Adopt the partner statement
In Section 5, mark the box stating that there are at least two partners in the partnership, at least one of whom is a limited partner.
Add additional information if needed
In Section 6, mark the box only if the document contains additional information provided by law, and include the attachment.
Set a delayed effective date if wanted
In Section 7, enter a date and optional time as mm/dd/yyyy hour:minute am/pm. Leave it blank if there is no delayed date; with no time, the filing takes effect at 11:59 PM.
Review the notice of perjury
Section 8 has no entry. It states that causing the document to be delivered affirms, under penalties of perjury, that the facts are true, and it applies to every individual who delivers it.
Enter the filer information
In Section 9, enter the last name, first name, middle name, suffix and mailing address of the individual causing the document to be delivered. Mark the additional-individuals box and attach a list if more than one person is involved.
Review and download the completed PDF
Check every section against the attachments you need, then download or print the completed PDF from FillingPDF and file through the Secretary of State's channels described under How to submit.
How to submit CERT_LP
The Colorado Secretary of State's forms page lists this document with File online and shows Not available for a paper form. The PDF appears in its sample-form column.
- Online: file through the Business Program's online filing, which you reach from the forms page at https://www.sos.state.co.us/pubs/business/forms_main.html. Instructions for the filing are on the same page.
- Questions: the form gives the Business Program at the Colorado Secretary of State, 1700 Broadway, Ste. 550, Denver, CO 80290; phone 303-894-2200; fax 303-869-4864; email [email protected]; website www.coloradosos.gov.
Have your attachments ready if you mark any of the boxes in Sections 4, 6 or 9. Ask the Secretary of State for current fees, because the form does not state them. FillingPDF lets you fill out and download the PDF; submission follows the Secretary of State's channels above.
Common mistakes to avoid
- Entering both an individual name and an entity name for the registered agent in Section 3; the form says to provide only one.
- Entering both an individual and an entity name for the general partner in Section 4.
- Marking the box for additional general partners, additional information or additional filers without including the attachment the box calls for.
- Filling in Section 7 when no delayed effective date is intended; the form says to leave it blank and warns of significant legal consequences.
- Entering a delayed date in a format other than mm/dd/yyyy hour:minute am/pm, or forgetting that no time means 11:59 PM (MST/MDT).
- Leaving the registered agent consent box unmarked in Section 3.
- Leaving the Section 5 statement unmarked, or forming a partnership that does not have at least two partners, one of them a limited partner.
- Using the PDF as a paper filing when the Secretary of State shows the paper form as not available and directs the filing online.
Frequently asked questions
What is a certificate of limited partnership in Colorado?
It is the Colorado Secretary of State document, form CERT_LP, filed under § 7-62-201 C.R.S. for a domestic limited partnership. It states the partnership's name, principal office, registered agent and general partner, and that at least two partners exist, one of them a limited partner.
Can I file the Certificate of Limited Partnership on paper?
The Secretary of State's forms page shows this document as File online, with the paper form listed as Not available. The CERT_LP PDF appears in the sample-form column, so the filing itself is made online through the Secretary of State.
Can I fill out the certificate of limited partnership online?
Yes, you can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file anything with the Colorado Secretary of State; filing follows the agency's online channel.
Who can be the registered agent on this form?
Either an individual or an entity, but the form says not to provide both. The registered agent's street address must be in Colorado, and you mark a box stating that the person appointed has consented to the appointment.
Do I have to list more than one general partner?
Section 4 has room for one general partner. If the limited partnership has additional general partners, mark the box in Section 4 and include an attachment stating each one's name and mailing address.
What is the delayed effective date in Section 7?
It is an optional date and time, written mm/dd/yyyy hour:minute am/pm, when the document takes effect. Leave it blank if you do not want one. With a date but no time, the filing takes effect at 11:59 PM, MST/MDT.
Where can I contact the Colorado Secretary of State about this form?
The form lists the Business Program at 1700 Broadway, Ste. 550, Denver, CO 80290, phone 303-894-2200, fax 303-869-4864, email [email protected] and website www.coloradosos.gov.
Is this the same as the form for an LLLP?
No. The Secretary of State lists a separate Combined Certificate of Limited Partnership and Statement of Registration to Register as a Limited Liability Limited Partnership for LLLPs. The CERT_LP covers the limited partnership (LP) certificate.
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