The certificate of limited partnership is the Wyoming Secretary of State form (LP-CertificateDomestic) on which a domestic limited partnership gives its name, registered agent, addresses, general partners, contributions and latest dissolution date. General partners sign it, and the registered agent signs a consent page that comes with it. 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 Wyoming Secretary of State at sos.wyo.gov.
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What is LP-CertificateDomestic?
The Certificate of Limited Partnership (LP-CertificateDomestic) is the Wyoming Secretary of State form for a domestic limited partnership, giving the partnership's name, registered agent, addresses, general partners, contributions and latest dissolution date.
The Wyoming Secretary of State is the state office that receives it. The form has nine numbered items and a contact block:
- Item 1: the name of the limited partnership, which must contain the words "Limited Partnership" without abbreviation (W.S. 17-14-203).
- Item 2: a box to elect limited liability limited partnership (LLLP) status.
- Item 3: the name and physical address of the registered agent.
- Items 4 and 5: the mailing address and the principal office address.
- Item 6: the name and business address of each general partner.
- Item 7: the cash and the described, valued property or services contributed or to be contributed.
- Item 8: the latest date on which the partnership is to dissolve.
- Item 9: the certification box and general partner signatures.
The same PDF carries a second page, the Consent to Appointment by Registered Agent, which the registered agent executes and which certifies compliance with W.S. 17-28-101 through W.S. 17-28-111. The instructions page that opens the PDF states the filing fee rules, the processing time and the annual report rule for limited partnerships. The Secretary of State's instructions tell filers to refer to the Wyoming Statutes to decide which status, LP or LLLP, to elect.
Who needs to file LP-CertificateDomestic?
Persons organizing a domestic limited partnership with the Wyoming Secretary of State use this certificate, and the general partners sign it. The form provides signature lines for up to three general partners, each with a printed name and a date in mm/dd/yyyy format.
Other people the form involves:
- Registered agent. The agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming, with a physical address in Wyoming. The agent signs the Consent to Appointment by Registered Agent.
- Partnerships electing LLLP status. They check the box on item 2 and may include the designation in the name: "Limited Partnership LLLP" or "Limited Liability Limited Partnership".
- Existing registered agents. If the address on record for an existing agent does not match the address on this form, a Registered Agent Information Update form is also required.
The form's file name and title identify it as the domestic certificate. The instructions do not describe a separate procedure for foreign limited partnerships, so this page does not cover one.
When to file LP-CertificateDomestic
The form prints no filing deadline of its own: you submit the certificate whenever you are ready to file the limited partnership with the Wyoming Secretary of State. The date that matters afterward is the annual report date. The instructions say annual reports are due every year on the first day of the anniversary month of formation, and an entity that has not paid within 60 days of the due date is subject to dissolution.
Once the office has your filing, the instructions state that processing takes up to 15 business days from the date of receipt. Wyoming statutes do not allow expedited filing at this time, and filings are processed in the order received. The website at http://wyobiz.wyo.gov shows which day is currently being processed. Item 8 of the form asks for the latest date on which the partnership is to dissolve, in mm/dd/yyyy format.
Documents you need
- Consent to Appointment by Registered Agent: the second page of the same PDF, executed by the registered agent, who certifies compliance with W.S. 17-28-101 through W.S. 17-28-111.
- Registered Agent Information Update form: required in addition only if you name an existing registered agent whose address on record does not match the address given on this form.
- Filing fee payment: by Visa or MasterCard for online filings only, or by check or money order payable to Wyoming Secretary of State for paper filings.
How to fill out LP-CertificateDomestic
Enter the partnership name
On item 1, write the name of the limited partnership. It must contain the words "Limited Partnership" without abbreviation.
Elect LLLP status if wanted
Check the box on item 2 only if you elect to be a limited liability limited partnership (LLLP). You may then include the designation in the name.
Identify the registered agent
On item 3, enter the agent's name and Wyoming physical address, including any suite number. Do not use a Drop Box; list a PO Box only in addition to the physical address.
Enter mailing and principal addresses
Item 4 asks for the mailing address of the limited partnership. Item 5 asks for its principal office address.
List each general partner
On item 6, enter the name and business address of every general partner.
Describe the contributions
On item 7, state the amount of cash and describe the other property or services contributed or to be contributed in the future, with the agreed value.
Enter the latest dissolution date
On item 8, enter the latest date on which the limited partnership is to dissolve, in mm/dd/yyyy format.
Complete the certification and signatures
On item 9, check the box to complete the required certification and consent to electronic service of process. Each general partner signs, dates in mm/dd/yyyy and prints a name.
Add contact person and email
Enter the contact person, daytime phone number and email address. The form states an email address is required.
Complete the registered agent consent
On the Consent to Appointment by Registered Agent page, enter the agent's name, registered office address and the entity name. The registered agent signs, dates, prints a name and gives a phone number, title and email.
Review and download the completed PDF
Check every item, including the signatures and the registered agent consent. Download or print the completed PDF from FillingPDF and submit it through the channels described under How to submit.
How to submit LP-CertificateDomestic
You can file the certificate online or on paper by mail.
- Online: go to https://wyobiz.wyo.gov. Visa or MasterCard payment is available for online filings only.
- By mail: send the completed form to the Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020, the office address printed on the form. A filing fee applies. Paper filings are paid by check or money order payable to Wyoming Secretary of State. The instructions list the fee; check them for the current amount.
Review the form before sending it: the office cannot process incomplete forms. Include the signed Consent to Appointment by Registered Agent, and enter an email address on the form, since the instructions say email(s) provided receive important reminders, notices and filing evidence. For questions, the office lists 307.777.7311 and [email protected]. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Abbreviating "Limited Partnership" in the name on item 1; the instructions require the words without abbreviation (W.S. 17-14-203).
- Listing a Drop Box as the registered agent address. A PO Box is acceptable only if it is listed in addition to a physical address in Wyoming.
- Leaving the suite number out of the registered office address when the office has one.
- Leaving the item 9 certification box unchecked or the general partner signature and date blank.
- Omitting the email address; the form states one is required and that it receives reminders, notices and filing evidence.
- Sending the certificate without the signed Consent to Appointment by Registered Agent.
- Paying a paper filing by credit card; Visa or MasterCard is accepted for online filings only, and paper filings use a check or money order.
- Sending an incomplete form; the Secretary of State's Office states it is unable to process incomplete forms.
- Expecting expedited handling; Wyoming statutes do not allow it, and filings are processed in the order received.
Frequently asked questions
What is a certificate of limited partnership in Wyoming?
It is the Wyoming Secretary of State form, LP-CertificateDomestic, for a domestic limited partnership. It records the partnership name, registered agent, addresses, general partners, contributions and the latest dissolution date, and it comes with a registered agent consent page.
What must the name of a Wyoming limited partnership include?
The words "Limited Partnership" without abbreviation, under W.S. 17-14-203. If you elect LLLP status you may include the designation in the name, as "Limited Partnership LLLP" or "Limited Liability Limited Partnership".
Is there a fee to file the Certificate of Limited Partnership?
Yes. The instructions state a filing fee. Pay online by Visa or MasterCard at https://wyobiz.wyo.gov, or by check or money order payable to Wyoming Secretary of State for a paper filing. The amount is in the instructions; confirm it with the office at 307.777.7311.
How long does it take to process a certificate of limited partnership?
Up to 15 business days from the date the Secretary of State's office receives it. Expedited filing is not allowed under Wyoming statutes, and filings are handled in the order received. The wyobiz website shows which day is currently being processed.
Who can be the registered agent of a Wyoming limited partnership?
An individual resident in Wyoming, or a domestic or foreign business entity authorized to transact business in Wyoming. The agent must have a physical address in Wyoming and signs the Consent to Appointment by Registered Agent.
Can I use a PO Box as the registered agent address?
Only in addition to a physical address. The form requires a Wyoming physical address, includes the suite number if there is one, and does not accept a Drop Box. A PO Box may be listed if mail is received there.
Is an email address required on the form?
Yes. The form states that an email address is required for the contact person and for the registered agent, and that the emails provided receive important reminders, notices and filing evidence. Item 9 also consents to electronic service of process under W.S. 17-28-104(e).
Can I fill out the certificate of limited partnership online?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file it with the Wyoming Secretary of State; you submit it online at wyobiz or by mail.
What happens if the annual report is not paid on time?
The instructions say annual reports are due on the first day of the anniversary month of formation. If not paid within 60 days of the due date, the entity is subject to dissolution.
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