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                             OFFICE OF SECRETARY OF STATE 
                             CORPORATIONS DIVISION 
                             2 Martin Luther King Jr. Dr. SE 
                                              Suite 313 West Tower 
                             Atlanta, Georgia 30334  
                                              (404) 656-2817 
                             sos.georgia.gov/corporations 
Secretary of State                                     
          
                      FILING PROCEDURES FOR FORMING  
                      A GEORGIA LIMITED PARTNERSHIP 
 
Limited partnerships (“LP”) are formed by filing a certificate of limited partnership with the Secretary 
of State. The minimum requirements of Georgia law are outlined herein. Many other provisions may, 
and perhaps should, be included in the certificate. It is very simple to form an LP. The question of 
whether or not an LP should  be formed is complex. The Corporations Division strongly recommends 
that filers obtain professional legal, tax and/or business advice to assure the filer’s goals and intentions 
are met, and that requirements of the law are satisfied, both before and after formation of the entity. 
 
Name Reservation 
A name may be reserved prior to filing entity formation or registration documents. The reservation may be 
made online or by submitting a Name Reservation Request form. A reservation fee of $25 must accompany 
the request. There is a $10.00 service charge for filing a name reservation request by paper. Fees are non-
refundable. If the name reservation is approved, a name reservation number will be provided to the filer by 
return email. A name reservation is effective for 30 days or until the filing forming or registering the entity 
is submitted, whichever is sooner. Name reservation requests are generally processed within 5 to 7 business 
days of receipt. To redeem a name reservation, enter the reservation number in the field provided on an 
online business formation application or, if submitting a paper filing by mail or hand-delivery, place the 
number on the Transmittal Information Form that is filed with the articles of incorporation. Name 
reservations are not available by telephone. Entity formation and registration filings are accepted without a 
name reservation. 
 
Preparation of Certificate of Limited Partnership                    
Certificates  of  limited partnership must include  the  information  described  in  O.C.G.A. § 14-9-201. 
Certificates of limited partnership may be filed online or mailed to the Corporations Division at the above 
address. Certificates mailed to the office must be submitted on white 8½x11 paper. All general partners 
stated in the certificate must sign the certificate of limited partnership, but an attorney in fact may sign 
the certificate on behalf of a general partner.  If a general partner is a corporation, an officer must sign 
on behalf  of the  corporate general partner. The signer(s) should indicate in what capacity he or she is 
signing. The signature does not need to be notarized. 
 
Filing of Certificate of Limited Partnership and Transmittal Information Form 246 
Certificate of limited partnership may be filed online or may be mailed or hand-delivered to the Corporations 
Division. The fee to file online is $100.00; the fee to file by mail or hand-delivery is $110.00 ($100 filing fee 
+ $10 paper filing service charge). For filings not submitted online, the certificate of limited partnership, 
a completed Transmittal Information Form (CD 246), and the $110.00 fee payment should be mailed or 
delivered to the Corporations Division at the above address. Checks or money orders should be made 
payable to “Secretary of State.” A certificate of limited partnership is effective on the date received by the 
Corporations Division unless a delayed effective date is specified therein. If the document is approved for 
filing, a certificate of formation will be sent to the applicant, usually within 5 to 7 business days for online 
filings and within 15 business days for paper filings submitted by mail or hand-delivery and paper filings 
submitted online.  Workload issues will sometimes result in a longer turnaround time, perhaps up to 10 
business days for online filings. Filings that are not complete will be returned to the applicant along with 
a notice that describes the deficiency. If corrected and returned within 30 days of the date of the deficient 
document notice, the initial date of receipt will be the date of formation. Deficient filings are deemed 
abandoned if still pending after 60 days from the date of the deficient document notice. After the filing is 
deemed abandoned, a new filing, including new filing fees, will be required. Fees are non-refundable. 
 
Annual Registration (“AR”) 
Each limited partnership must file an AR with the Secretary of State between January 1 and  



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April 1 of each calendar year. The fee is $50.00. The initial AR is due between January 1 and April 1 of 
the year following the calendar year in  which the limited partnership       was formed. The AR should                               be 
filed online at http://www.sos.ga.gov/Corporations/. Changes to the LP’s principal office address and/or 
registered agent  and registered agent address throughout the year are made by filing an AR or amended 
AR and paying the appropriate fee. An LP that does not submit its AR for 3 consecutive years will be 
placed on an inactive status, and its name shall become available for use. Fees are non-refundable. 
 
The certificate of limited partnership for a Georgia LP must contain the following information: 
    1. The exact name of the limited partnership. 
    2. The street address and county of the initial registered office and the legal name* of the initial 
       registered agent at that office. The registered office address must be a street address in Georgia; 
       a post office box is not sufficient. The registered agent may be an individual, a corporation, or 
       a limited liability company. The  registered  agent  is  the  party  designated  by  the  limited 
       partnership to accept notices on its behalf, and to alert the appropriate personnel. 
    3. The legal name* and address of each general partner. 
    4. Any other matters the general partners determine to include. 
    5. The certificate of limited partnership must contain original signature(s). 
**The certificate of limited partnership must be signed by all general partners.** 
Thus, the certificate of limited partnership might appear as follows: 
                                                                                                                                         
                                         Certificate of Limited Partnership  
                                                     of 
                                              ABC and Associates, L.P. 
                                                     1. 
                   The name of the limited partnership is ABC and Associates, L.P. 
                                                     2. 
                   The street address of the registered office is 12345 Magnolia Lane, Atlanta, 
                   Georgia 33333, in Fulton County. The registered agent at such address is 
                   Jane Doe.       
                   (The registered office address must be a street address.) 
                                                     3. 
                   The name and address of each general partner is: 
                   John Doe                          Jane Doe Enterprises, Inc. 
                   12345 Magnolia Lane               P.O. Box 12345 
                   Atlanta, GA 33333                 Atlanta, GA 33333 
                    
                   IN WITNESS WHEREOF, the undersigned has executed this Certificate of 
                   Limited Partnership.  
                    
                   This ________ day of _______, 2018. 
                   
                                                John Doe          .  
                                               John Doe              
                                               General Partner (Capacity in which person is signing) 
                                                
                                               Jane Doe Enterprises, Inc., General Partner   
                                               by Jane Doe                   . 
                                               Jane Doe, President 
                                                                                                                                         
* Legal name is an individual’s first and last name without use of initials or nicknames. Middle names or initials may be included.  
 
Page 2                                                                          Filing Procedure – Limited Partnership 
                                                                                                 (Rev. 11/2019) 



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Other important information for limited partnerships: 
      Contact the Internal Revenue Service to determine whether an Employee Identification Number 
       is needed. It is obtained from the Internal Revenue Service.   Call 1-866-816-2065 or visit the 
       IRS web site, http://www.irs.ustreas.gov. 
      The Georgia Department of Revenue should be contacted regarding compliance with state tax 
       laws. Income and net worth tax information may be obtained by calling (404) 656-4191. Sales 
       and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR’s 
       web site,  https://etax.dor.ga.gov/. 
      Many limited partnerships will be required to obtain workers’ compensation insurance. Workers’ 
       compensation information may be obtained by calling 1-800-533-0682 or (404) 656-3818. 
      Many limited partnerships will be subject to unemployment tax requirements of the “Georgia 
       Employment Security Law.” Information may be obtained from the Georgia Department 
       of Labor at (404) 656 -5590 or http://www.dol.state.ga.us. 
 
Page 3                                                                      Filing Procedure – Limited Partnership 
                                                                              (Rev. 11/2019) 






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