The Certificate of Limited Partnership is the form the Idaho Secretary of State uses to record the start of a limited partnership under Title 30, Chapters 21 and 24, Idaho Code. It names the partnership, its principal office, its registered agent and each general partner, and it carries the signature of every general partner. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form itself and the filing are handled by the Idaho Secretary of State.
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What is Certificate of Limited Partnership – Idaho?
The Certificate of Limited Partnership is the Idaho Secretary of State form filed to start a limited partnership. It states the partnership's name, principal office, registered agent and general partners, and it is signed by all general partners.
The form cites Title 30, Chapters 21 and 24, Idaho Code. On its list of paper business forms, the Secretary of State places it under Limited Partnership with the description "Start a limited partnership".
The form has seven items. Item 1 is the partnership name, which must contain the words limited partnership or the abbreviation L.P. or LP. Item 2 gives the principal office addresses. Item 3 names the registered agent, the person designated to receive service of process in litigation. Item 4 lists each general partner. Item 5 is a box for a limited liability limited partnership (LLLP). Item 6 is for a professional limited partnership. Item 7 holds the signatures.
The form is not a partnership agreement: the Secretary of State will not accept partnership agreements for filing. Changes after formation use other forms listed by the agency, such as the Amendment to Certificate or Registration of Limited Partnership, the Amended and Restated Certificate of Limited Partnership and the Statement of Termination.
Who needs to file Certificate of Limited Partnership – Idaho?
The people forming a new limited partnership in Idaho use this form, and all of its general partners must sign it. Item 7 of the instructions says the certificate must be signed by all general partners, with each signer's name typed in the space provided.
Two groups complete extra items:
- Limited liability limited partnerships: check the box in item 5. The partnership name must then end in "LLLP" or "Limited Liability Limited Partnership".
- Professional limited partnerships: enter one permitted profession in item 6. By filing, the partnership agrees that it is duly licensed or otherwise legally authorized to render that professional service. The name must include the word "Professional" before "Limited", or the letter "P" at the start of a permitted abbreviation.
Do not use this form to change, restate or end an existing limited partnership; the Secretary of State lists separate forms for those filings. Do not send a partnership agreement with it, because the Secretary of State will not accept partnership agreements for filing. A foreign limited partnership registering in Idaho uses the Foreign Registration Statement listed by the agency, not this certificate.
When to file Certificate of Limited Partnership – Idaho
File the Certificate of Limited Partnership when you are ready to start the limited partnership, because the Secretary of State lists it as the form to start one. Neither the form nor the instructions print a separate deadline.
The instructions advise contacting the Secretary of State's office to check name availability before filing. Expedited and same-day service are available for an additional fee, as stated on page 2 of the form. Payment must be completed: under Idaho Code § 67-910(6) the Secretary of State's office may delete a business entity filing from the database if payment for the filing is not completed.
How to fill out Certificate of Limited Partnership – Idaho
Enter the partnership name
In item 1, type the name of the limited partnership. Include "Limited Partnership," "L.P." or "LP"; a professional entity also adds "Professional" before "Limited" or a leading "P" in the abbreviation.
Enter the principal office addresses
In item 2, enter the complete street address of the principal office and, if different, the mailing address.
Name the registered agent
In item 3, enter the registered agent's name and address. The agent receives service of process and must be located in Idaho at a physical street address.
List each general partner
In item 4, enter the name and address of every general partner, one set per line.
Check the LLLP box if it applies
In item 5, check the box only if the partnership is a limited liability limited partnership. The name in item 1 must then end in "LLLP" or "Limited Liability Limited Partnership".
Choose a profession if applicable
In item 6, enter one permitted profession only if the partnership is a professional limited partnership. Leave it blank otherwise.
Add your contact information
Enter a phone number and email address where you can be reached, in the contact section of the form.
Type names and sign item 7
Type the printed name of each general partner in item 7, then have every general partner sign above or beside it.
Review, download and print
Check the name, the agent's Idaho address and the signatures, then download or print the completed PDF from FillingPDF and send it with the fee as described under How to submit.
How to submit Certificate of Limited Partnership – Idaho
You can file by mail, by hand delivery or, for most business filings, online.
- Online: the Secretary of State says most business filings can be completed at sosbiz.idaho.gov, and that filing online is the fastest option and avoids the manual processing fee charged on paper submissions.
- By mail or in person: send or deliver the signed form to Office of the Secretary of State, 450 N 4th Street, PO Box 83720, Boise, ID 83720-0080.
Paper filings require a filing fee plus a manual processing fee, and the form must be typed. Make checks payable to Idaho Secretary of State. Expedited service and "same day" service each add a further fee to the filing fee. The agency says paper forms submitted without the fee are rejected. For current amounts or help, call the Secretary of State's office at (208) 334-2301.
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Leaving "Limited Partnership," "L.P." or "LP" out of the name in item 1.
- Checking item 5 for a limited liability limited partnership but not ending the name in "LLLP" or "Limited Liability Limited Partnership".
- Entering a profession in item 6 that is not on the permitted list in 30-21-901(b), Idaho Code, or leaving "Professional" out of the name of a professional entity.
- Naming a registered agent without a physical street address in Idaho; the agent must be located in Idaho.
- Filing with fewer signatures than general partners; item 7 requires all general partners to sign.
- Handwriting the form for paper filing when it states the form must be typed.
- Sending a paper filing without the fee; the agency says forms submitted without it are rejected.
- Attaching a partnership agreement; the Secretary of State will not accept partnership agreements for filing.
- Filing without checking name availability, which the instructions advise doing first.
Frequently asked questions
What is a certificate of limited partnership in Idaho?
It is the Idaho Secretary of State form filed to start a limited partnership under Title 30, Chapters 21 and 24, Idaho Code. It gives the partnership name, principal office, registered agent and general partners, and all general partners sign it.
Who has to sign the Certificate of Limited Partnership?
All general partners. Item 7 of the instructions says the certificate must be signed by every general partner, and each signer's name is typed in the space provided. Limited partners are not asked to sign on this form.
What must the name of an Idaho limited partnership include?
The name must contain the words limited partnership or the abbreviation L.P. or LP. A limited liability limited partnership must end in LLLP or Limited Liability Limited Partnership, and a professional entity adds Professional before Limited.
Who can be the registered agent?
A registered agent is the person designated to receive service of process in litigation. The instructions say this person must be located in Idaho at a physical street address, and item 3 asks for the agent's name and address.
Can I file the Certificate of Limited Partnership online?
Yes, the Secretary of State says most business filings can be completed online at sosbiz.idaho.gov, which avoids the manual processing fee for paper filings. Paper filings go by mail or hand delivery to the Boise address on the form.
Is there a fee to file the Certificate of Limited Partnership?
Yes. Paper filings include a filing fee and a manual processing fee, payable by check to Idaho Secretary of State, with extra fees for expedited or same-day service. Call (208) 334-2301 or check the agency for current amounts.
Which professions can a professional limited partnership choose?
Item 6 allows one profession from the list in 30-21-901(b), Idaho Code: architecture, chiropractic, dentistry, engineering, landscape architecture, law, medicine, nursing, occupational therapy, optometry, physical therapy, podiatry, professional geology, psychology, public accountancy, social work, surveying and veterinary medicine.
Can I fill out the Certificate of Limited Partnership on FillingPDF?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the certificate; you submit it to the Idaho Secretary of State online, by mail or in person.
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