Pennsylvania Limited Partnership

A limited partnership is a partnership formed by two or more persons having one or more general partners and one or more limited partners.

General partners have management control, share the right to use partnership property, share the profits of the company in predefined proportions and have joint and several liability for the debts of the partnership. Limited partners can make investments in the company but have no voting power or control over its day-to-day operations. In exchange for contributions of cash, they receive a limited partnership interest that lets them share in the profits (and losses to the extent of their contribution.) The extent of liability of a limited partner is limited to the total amount of their investment in the company.

A Pennsylvania limited partnership is formed by filing a Certificate of Limited Partnership [DSCB:15-8621]. Please see the form and instructions, available on the Bureau’s Registration Forms page, for detailed information about the application.

A Certificate of Limited Partnership is not required by law to be prepared by an attorney. However, because of complex legal issues involved when starting any business, including tax considerations, it is advisable to seek legal counsel before filing to assure that all legal consequences receive proper consideration.

No advertising is required when forming a domestic limited partnership.