Several different types of partnerships available in Ohio, including General Partnership, Limited Partnership, Limited Liability Partnership, and Limited Liability Limited Partnership. On this page, you will find information about the Limited Partnership.

What is a Limited Partnership in Ohio?

A Limited Partnership an association of at least two persons who are co-owners of a for-profit business.

• At least one of the persons is a General Partner. A General Partner has managerial control and is an agent for the partnership, with the legal ability to bind the partnership as an agent. All General Partners have joint liability for the debts and obligations of the partnership.
• At least one of the persons is a Limited Partner. The liability of a Limited Partner is limited. The Limited Partner has invested in the partnership and can not lose more than this investment. In this sense, the role of a Limited Partner is similar to the role of a shareholder in a corporation. A Limited Partner has no managerial control and is not an agent for the partnership.

Why form a Limited Partnership?

A Limited Partnership is typically formed to encourage individuals to invest in a business even though they aren’t interested in taking on the responsibilities of a General Partner. Also, it makes it possible for the General Partner(s) to accept investments into the partnership without giving up managerial control or turning the investor into an agent for the partnership.

Conducting business in Ohio

A Limited Partnership is only allowed to conduct business in Ohio after filing with the Ohio Secretary of State.

Restrictions

In Ohio, Limited Partnerships are not allowed to conduct banking and/or insurance.

(See Ohio Revised Code Section 1782.06.)

Forming a Limited Partnership in Ohio

In order to form a Limited Partnership in Ohio, a Certificate of Limited Partnership must be filed with the Ohio Secretary of State. For this, you use Form 531A.

The Certificate of Limited Partnership must include:

• The name of the Limited Partnership.
• The address of the Limited Partnership’s principal place of business.
• The name and (business or residence) address of each General Partner.
• A written Appointment and Acceptance of Statutory Agent. The Original Appointment of Statutory Agent must include the statutory agent’s name and address, and the statutory agent must have signed to accept the appointment.
• Signature(s) of authorized representative(s) of the Limited Partnership.

For more information, see the Ohio Revised Code sections 1782.08 and 1782.11.

Appointing a Statutory Agent

The Limited Partnership must appoint a Statutory Agent.

The Statutory Agent is responsible for accepting any legal process, notice or demand that is served upon the company and has a legal duty to share this information with the Limited Partnership.

The Statutory Agent must be either A or B.

A) A natural person residing in Ohio.

B) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in Ohio.

If the agent is a business entity, it must fulfill the requirements of Title XVII of the Revised Code to transact business or exercise privileges in Ohio.

Partnership Agreement

It is not mandatory to file the Partnership Agreement, nor any other internal documents pertaining to the Limited Partnership, with the Ohio Secretary of State.

Filing

Some of the forms can be filed online at https://bsportal.sos.state.oh.us/ .

To print out paper forms, visit OhioSecretaryofState.gov .

To order paper forms, call (877) SOS-FILE (877-767-3453).