The certificate of limited partnership is the Minnesota Secretary of State (SOS) form, issued under Minnesota Statutes, Chapter 321, that gives the state a limited partnership's name, designated office, agent for service of process and general partners. It is used by a limited partnership, including one that elects to be a limited liability limited partnership (LLLP). On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form and its instructions are published by the Minnesota Secretary of State at the official PDF link.
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What is Certificate of Limited Partnership – Minnesota?
The Certificate of Limited Partnership is the Minnesota Secretary of State form, headed "Minnesota Limited Partnership" and tied to Minnesota Statutes, Chapter 321, on which a limited partnership gives its name, Minnesota designated office, agent for service of process and general partners.
The form has seven numbered lines: the name of the limited partnership (line 1), the designated office street and mailing address (line 2), the name and address of the agent for service of process (line 3), whether the partnership is a limited liability limited partnership (line 4), an effective date if different from the filing date (line 5), each general partner's name and address (line 6) and the signature of each general partner or an authorized agent (line 7).
After line 7 the form collects an email address for official notices, with a box to exclude it from requests for bulk data to the extent Minnesota law allows, and the name and daytime phone number of a contact person. It also carries the voluntary Minnesota Business Snapshot survey of five questions; answers are public data and are not verified.
The form is a domestic filing, as its file name indicates. All information on it is public. The Secretary of State states that the form is a guide for filing and does not cover all situations.
Who needs to file Certificate of Limited Partnership – Minnesota?
A limited partnership that is filing its certificate with the Minnesota Secretary of State uses this form. Each general partner signs, or an authorized agent signs for the general partner.
- General partners: line 6 lists each general partner; line 7 requires the signature of each one, or of an authorized agent.
- Authorized agents: the instructions allow an agent to sign if the document shows that the signer is acting as agent of the person whose signature would be required and has been authorized to sign for that person.
- Limited liability limited partnerships: check Yes on line 4 if the partnership is an LLLP; the name on line 1 must then follow the LLLP naming rule.
The form is only a guide and does not cover every situation, so check the Secretary of State's instructions if your case is unusual. The form also notes that entities that own, lease or have a financial interest in agricultural land or land capable of being farmed must register with the Minnesota Department of Agriculture's Corporate Farm Program, and it points to fincen.gov/boi for the federal beneficial ownership reporting requirement.
When to file Certificate of Limited Partnership – Minnesota
The form prints no due date. You complete it when the limited partnership is being filed with the Minnesota Secretary of State, and it is submitted with all required items together. Line 5 lets you enter an effective date for the filing if it differs from the date of filing; leave it blank if you do not need one.
Minnesota law requires certain information on this filing. If it is missing, the Secretary of State may return the document unfiled, so complete every field marked (Required) before you submit it. The form states that the email address you give may later be used for annual renewal reminders and other important notices.
Documents you need
- Additional sheet(s) listing each general partner's name and address, only if the limited partnership has more than one general partner (line 6).
- A legible photocopy of the signed certificate for filing; keep the original signed copy for your records.
- Payment of the filing fee, payable to the MN Secretary of State; the form states the amount, which depends on whether the filing is expedited in person or online or is sent by mail.
How to fill out Certificate of Limited Partnership – Minnesota
Enter the limited partnership's name
On line 1, write the exact name of the limited partnership. A limited partnership must include "limited partnership," "L.P." or "LP"; an LLLP must include "limited liability limited partnership," "LLLP" or "L.L.L.P."
Give the designated office address
On line 2, enter the complete street address of the designated office in Minnesota. Add a mailing address only if it differs; otherwise it is assumed to be the same.
Enter the agent for service of process
On line 3, give the agent's name and complete Minnesota street address. A P.O. box alone is not acceptable; add a mailing address only if it differs.
Answer the LLLP question
On line 4, check Yes or No to show whether the limited partnership is a limited liability limited partnership. The name on line 1 must match the choice.
Add an effective date if needed
On line 5, enter the effective date of the filing only if it is different from the date of filing. Leave it blank otherwise.
List each general partner
On line 6, enter each general partner's name and complete street address, with a mailing address only if different. Attach additional sheets if there is more than one general partner.
Sign and date line 7
Each general partner signs and dates, or an authorized agent signs, indicating that they act as agent of the person whose signature would be required and are authorized to sign for them.
Provide the email and contact person
Enter an email address for official notices and, if you wish, check the box to exclude it from bulk data requests. Then list a contact name and daytime phone number for questions about the form.
Decide on the Business Snapshot
Answer any or all five voluntary Minnesota Business Snapshot questions, or skip them; the form says there is no penalty for not answering.
Review and download the completed PDF
Check that every required line is complete and the signature is in place. Download or print the completed PDF from FillingPDF, keep the signed original and submit a photocopy as described under How to submit.
How to submit Certificate of Limited Partnership – Minnesota
The Secretary of State accepts this filing online, in person or by mail.
- Online: file your business document through the Secretary of State's website at www.sos.mn.gov.
- In person: Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. The office is staffed 8 a.m. – 4 p.m., Monday – Friday, excluding holidays.
- By mail: send all items together to the same Saint Paul address.
Retain the original signed copy for your records and submit a legible photocopy for filing. A filing fee applies, payable to the MN Secretary of State, and the form states different fee amounts for expedited in-person and online filings and for filings submitted by mail; read the amounts on the form itself. Questions go to the phone lines (9 a.m. – 4 p.m., M-F): Metro Area 651-296-2803 or Greater MN 1-877-551-6767. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Giving only a P.O. box as a street address on line 2, line 3 or line 6; the form says a P.O. box by itself is not acceptable.
- Naming a limited partnership without "limited partnership," "L.P." or "LP," or including "LLLP" wording in a name that is not a limited liability limited partnership.
- Naming an LLLP without "limited liability limited partnership," "LLLP" or "L.L.L.P.," or using "L.P." or "LP" in its name.
- Leaving required fields (lines 1, 2, 3, 4 and 6) blank; Minnesota law requires that information, and the document may be returned unfiled.
- Signing for a general partner as an agent without indicating on the document that you act as agent and are authorized to sign for that person.
- Listing several general partners on line 6 without attaching an additional sheet for the extra names.
- Submitting the original signed document instead of keeping it and sending a legible photocopy for filing.
- Mailing the form without the filing fee payable to the MN Secretary of State, or not submitting all items together.
Frequently asked questions
What is a certificate of limited partnership in Minnesota?
It is the Minnesota Secretary of State form, under Minnesota Statutes, Chapter 321, that gives the state a limited partnership's name, designated office, agent for service of process and general partners. It also shows whether the partnership is an LLLP.
Who signs the Minnesota certificate of limited partnership?
Each general partner signs on line 7, or an authorized agent signs for them. An agent must indicate on the document that they act as agent of the person whose signature would be required and are authorized to sign on that person's behalf.
Can I use a P.O. box for the office or agent address?
Not by itself. Lines 2, 3 and 6 each say a P.O. box alone is not acceptable, so give a complete street address. You may add a mailing address, such as a P.O. box, only if it is different from the street address.
Where do I file the certificate of limited partnership in Minnesota?
File online at www.sos.mn.gov, in person, or by mail at Minnesota Secretary of State – Business Services, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. Submit all items together and send a legible photocopy, keeping the signed original.
Is there a fee to file the certificate of limited partnership?
Yes. A filing fee applies, payable to the MN Secretary of State, and the form states different amounts for expedited in-person and online filings and for filings submitted by mail. Check the amounts printed on the form or call 651-296-2803.
What happens if I leave required information off the form?
The Secretary of State may return the document unfiled. The form says Minnesota law requires certain information for this filing, and lines 1, 2, 3, 4 and 6 are marked required.
What name rules apply on line 1?
A limited partnership's name must contain "limited partnership," "L.P." or "LP" and not the LLLP wording. An LLLP's name must contain "limited liability limited partnership," "LLLP" or "L.L.L.P." and not "L.P." or "LP." The Secretary of State's website offers a preliminary name availability check.
Can I fill out the certificate of limited partnership online on FillingPDF?
Yes. 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 with the Secretary of State; you submit it online, in person or by mail through the agency.
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