How to Start a Limited Partnership in Arizona | A Step-by-Step Guide

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Start a Limited Partnership in Arizona

A limited partnership is an attractive business structure for those who want to start an LLC in Arizona. It combines the best of both worlds, offering limited liability protection for limited partners and the ability to manage the business for general partners actively. This article will outline the steps on How to Start a Limited Partnership in Arizona, covering everything from researching and preparing to registering your limited partnership with the Arizona government and beyond.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your Arizona Limited Partnership, all the steps in this article must guide you.

Steps in Starting a Limited Partnership in Arizona

What is a Limited Partnership?

A Limited Partnership (LP) is a business structure comprising two types of partners: general and limited. It is a legal entity distinct from its partners and combines certain features of partnerships and corporations.

General partners are responsible for the day-to-day management of the business, make decisions on behalf of the partnership, and have unlimited liability for the partnership’s debts and obligations. This means their assets can be seized to cover the partnership’s liabilities if necessary.

Limited partners, on the other hand, are passive investors who do not participate in business management. They provide capital to the partnership and receive a share of the profits in return. Their liability is limited to the amount they have invested in the partnership, meaning that their assets are generally not at risk for the partnership’s debts beyond their investment.

It is suggested that you speak with a legal professional before you begin setting up your limited partnership in Arizona. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited partnership.

– WEBINARCARE EDITORIAL TEAM

Steps in Starting a Limited Partnership in Arizona

To form a limited partnership in Arizona, you must consider following the below guidelines that, include research and preparation, establishing the limited partnership structure, drafting the limited partnership agreement, registering the limited partnership, complying with additional Arizona requirements, and ongoing management and compliance and reporting requirements. 

Step 1: Research and Preparation

Before starting a limited partnership in Arizona, you must familiarize yourself with this business structure’s laws and regulations. In the United States, limited partnerships are primarily governed by the Uniform Limited Partnership Act (ULPA). However, each state has its laws and regulations, so it’s essential to know the specific rules that apply in Arizona.

While researching, consider whether a limited partnership is the most suitable structure for your business needs. Limited partnerships are ideal for businesses with one or more passive investors who want to avoid taking on the business’s day-to-day responsibilities. Consider alternative structures like Arizona Corporations if a limited partnership doesn’t seem right.

Step 2: Establishing The Limited Partnership Structure

Once you’ve determined that a limited partnership is the right choice for your business, the next step is to establish the structure of your partnership. This involves choosing a name, hiring a Statutory Agent, and determining the roles of the partners.

Choose a Name for the Limited Partnership

The name you choose for your limited partnership is essential to your business identity. In Arizona, there are specific requirements that your limited partnership name must meet, such as including the words “Limited Partnership” or the abbreviation “LP.” Before settling on a name, conduct Arizona Business Name Search through the Arizona Corporation Commission eCorp to ensure the name you’ve chosen is available and not already used by another business.

Naming requirements for a Limited Partnership in Arizona may include:

  • The name must be unique and distinguishable from other business entities registered in the state.
  • The name must include the words “Limited Partnership,” “L.P.,” or “LP.”
  • Certain words and phrases may be restricted or require additional approval from Arizona.

If the limited partnership name is available, you may choose to reserve it for a specific period of 120 days by filing a name reservation application and paying the online name reservation fee of $45 and mail name reservation fee of $45. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name. 

The DBA filing can be done by several methods. Check Arizona Trade Name Handbook for more details., which costs around $10 for filing and $3 for each duplicate copy.. In addition, the DBA’s validity in Arizona is five years, which you can file in Arizona Secretary of State.

You can check out how to file a DBA in Arizona for clearer understanding.

Hire a Statutory Agent

A Statutory Agent is a person or entity responsible for receiving legal documents and official notices on behalf of your LP. In Arizona, your Statutory Agent must:

  • Be a resident of Arizona or a business entity authorized to do business in the state
  • Have a physical address in Arizona (P.O. boxes are not acceptable)

Choosing a reliable and responsible Statutory Agent is essential, as failure to receive and respond to legal documents can seriously affect your business. 

You can serve as your own Statutory Agent or appoint a friend or family member, or hire a professional Arizona Statutory Agent Services. With that, we reviewed some of the best-registered agent services and provided features as an add-on with their formation packages for you to check out.

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Determine the Roles of the Partners

A limited partnership consists of two types of partners: general and limited. General partners are responsible for the day-to-day management of the business and have unlimited liability for the partnership’s debts and obligations. Limited partners, on the other hand, are passive investors who don’t participate in the management of the business and have limited liability up to the amount they’ve invested in the partnership.

As you structure your partnership, carefully consider who will take on the roles of general and limited partners. Remember that general partners will have more responsibility and potential liability, so choose those individuals wisely.

Step 3: Drafting the Limited Partnership Agreement

With the partnership structure established, the next step is to draft a limited partnership agreement. This document sets forth the partnership’s terms and conditions and should be carefully crafted to ensure it meets all legal requirements in Arizona.

Include Essential Elements

A well-drafted limited partnership agreement should include the following essential elements:

  •  Name of the limited partnership
  •  Purpose of the limited partnership
  •  Duration of the limited partnership
  •  Names and addresses of general and limited partners
  •  Capital contributions of each partner
  •  Allocation of profits and losses
  •  Management and decision-making structure
  •  Process for admitting new partners

Address Optional Elements

In addition to the essential elements, it’s a good idea to address the following optional elements in your limited partnership agreement:

  •   Transfer of partnership interests
  •   Withdrawal or removal of partners
  •   Dissolution and winding up the process

To ensure your limited partnership agreement is legally sound and compliant with Arizona laws and regulations, it’s advisable to seek legal advice from a Business Attorney in Arizona with experience in limited partnerships.

Step 4: Registering the Limited Partnership

Once your limited partnership agreement is in place, the next step is to register your limited partnership with the Arizona government. This process typically involves filing a Certificate of Limited Partnership with the Arizona Secretary of State’s office.

Prepare and File the Certificate of Limited Partnership

To file the Certificate of Limited Partnership, complete the required forms, which can typically be found on the Arizona Secretary of State. Include all necessary information and signatures, and pay the filing fee of $50.

Obtain an Employer Identification Number (EIN) from the IRS

After registering your limited partnership with the Arizona government, you’ll need to obtain Arizona Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This number is used to identify your partnership for tax purposes and is required for filing federal and state tax returns.

The application of an EIN can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN, you can benefit in several ways. It will give your LLP the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Recommended: If you would like to get your EIN easier, Legalzoom’s EIN services will obtain your tax ID number a breeze. Their knowledgeable team and easy-to-use platform allow businesses to quickly and confidently navigate the process. We recommend using –

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Register For Arizona Taxes

Depending on your business activities and location, you may need to register for certain Arizona taxes. Check with the Arizona Department of Revenue or a tax professional to determine which taxes apply to your limited partnership.

Step 5: Complying With Additional Arizona Requirements

In addition to registering your limited partnership with the Arizona government, there may be other requirements you need to meet to operate your business legally. These may include obtaining business licenses or permits, filing annual reports with the Arizona Secretary of State, and maintaining proper records and documentation.

Obtain Any Necessary Business Licenses or Permits.

Depending on the nature of your business, you may need to obtain various licenses or permits from state or local authorities. Check with the Arizona Department of Business and Industry or a licensing professional to determine which licenses and permits apply to your limited partnership. However, in Arizona, the costs of Arizona Business Licenses range from $50 – $300.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in Arizona.

File Annual Reports 

Arizona require limited partnerships to file Annual Reports with the Arizona Secretary of State’s office. These reports typically include updated information about the partnership, such as the names and addresses of partners and any changes to the partnership agreement. 

Recommended: Legalzoom’s annual report services provide a comprehensive and streamlined approach to ensuring businesses maintain compliance and transparency. Their attention to detail and dedication to client satisfaction make them the go-to choice for all your annual reporting needs. We recommend using –

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Maintain Proper Records and Documentation

As a limited partnership, it’s essential to maintain proper records and documentation, including copies of your limited partnership agreement, tax returns, financial statements, and any other relevant documents. These records should be kept in a safe and accessible location and may be required in the event of an audit or legal dispute.

Step 6: Ongoing Management and Compliance

Starting a limited partnership in Arizona is the beginning. To ensure the ongoing success of your business, it’s crucial to stay on top of management and compliance tasks. It is better to have regular meetings with your partners to ensure everyone is on the same page regarding the direction and performance of your business. These meetings can also help identify and address issues or concerns before they become more significant problems.

As a limited partnership, you must file annual tax returns and pay any required taxes at the federal and state levels. Consult with a tax professional to ensure you comply with all tax laws and deadlines.

Advantages of Limited Partnerships in Arizona

Here are some key advantages of forming a limited partnership in Arizona:

  • Limited Liability for Limited Partners: One of the main benefits of a limited partnership is that limited partners enjoy limited liability protection. This means their assets are generally not at risk for the partnership’s debts and obligations beyond their investment in the partnership. This limited liability can be attractive for investors who want to participate in a business venture without taking on the same level of risk as general partners.
  • Pass-through Taxation: Limited partnerships are typically subject to pass-through taxation, meaning the partnership’s profits and losses flow to the partners’ individual tax returns. This structure avoids double taxation, as the partnership is generally not subject to federal income tax. Instead, each partner is responsible for paying taxes on their share of the partnership’s income at their individual tax rate.
  • Flexibility: A limited partnership allows for flexibility in the management structure. General partners have the authority to make decisions and manage the business, while limited partners can remain passive investors. This division of responsibilities and decision-making power can appeal to both parties. It allows general partners to maintain control over the business operations and limited partners to invest without being involved in day-to-day management.
  • Ease of Formation: A limited partnership is typically less complicated and expensive than a corporation. Limited partnerships generally require filing a Certificate of Limited Partnership with the state and creating a limited partnership agreement, which is less complex than the documentation required for a corporation.
  • Attracting Capital: Limited partnerships can attract capital from investors who want to participate in a business venture without taking on the responsibilities and risks of being a general partner. This structure can help businesses secure funding while allowing limited partners to benefit from the partnership’s profits.
  • Continuity of the Partnership: In Arizona, limited partnerships can continue to exist even if one of the general partners dies, withdraws, or is replaced, as long as there is at least one remaining general partner. This continuity can provide stability and help ensure the ongoing success of the partnership.

Can a Foreign Limited Partnership Do Business in Arizona?

Yes, a foreign Limited Partnership can do business in Arizona by registering as a foreign LP with the Arizona Secretary of State or appropriate state agency. The foreign LP must provide a certificate of good standing from its home state and pay any required registration fees.

What are the Tax Implications of Forming a Limited Partnership in Arizona?

Limited Partnerships are generally considered pass-through entities for tax purposes, meaning that the profits and losses of the business are passed through to the individual partners, who report them on their personal income tax returns. However, specific tax implications may vary depending on the state and the nature of your business. It is recommended to consult with a tax professional to determine your specific tax obligations.

FAQs

What is a limited partnership in Arizona?
A limited partnership in Arizona is a type of business organization that has one or more general partners and one or more limited partners.
What are the requirements to form a limited partnership in Arizona?
To form a limited partnership in Arizona, you need to file a Certificate of Limited Partnership with the Arizona Corporation Commission and have at least one general partner and one limited partner.
What is a general partner in a limited partnership in Arizona?
A general partner in a limited partnership in Arizona has unlimited liability and is responsible for the management of the business.
What is a limited partner in a limited partnership in Arizona?
A limited partner in a limited partnership in Arizona has limited liability and is not responsible for the management of the business.
Who can be a general partner in an Arizona limited partnership?
Anyone, including a corporation or a limited liability company, can be a general partner in an Arizona limited partnership.
Who can be a limited partner in an Arizona limited partnership?
Anyone can be a limited partner in an Arizona limited partnership, including individuals, corporations, and other partnerships.
What is the liability of a limited partner in an Arizona limited partnership?
A limited partner in an Arizona limited partnership has limited liability, which means they are only liable for the amount of their investment in the partnership.
Can a limited partner participate in the management of the business in an Arizona limited partnership?
A limited partner in an Arizona limited partnership cannot participate in the management of the business, or they will lose their limited liability protection.
Do partners in an Arizona limited partnership need to reside in Arizona?
Partners in an Arizona limited partnership do not need to reside in Arizona.
Are there any residency requirements to form an Arizona limited partnership?
There are no residency requirements to form an Arizona limited partnership.
Is there a minimum investment required to form an Arizona limited partnership?
There is no minimum investment required to form an Arizona limited partnership.
Are there any annual filing fees for Arizona limited partnerships?
Yes, Arizona limited partnerships are required to pay an annual report filing fee to the Arizona Corporation Commission.
When is the annual report due for Arizona limited partnerships?
The annual report for Arizona limited partnerships is due on the anniversary date of the partnership’s formation.
What taxes do Arizona limited partnerships pay?
Arizona limited partnerships are not subject to income tax, but the partners are responsible for paying income tax on their share of the partnership’s income.
Can a limited partnership in Arizona do business in other states?
Yes, a limited partnership in Arizona can do business in other states, but it must register as a foreign limited partnership in each state where it conducts business.
Can a limited partner terminate their interest in an Arizona limited partnership?
A limited partner in an Arizona limited partnership can terminate their interest in the partnership by giving written notice to the other partners.
What happens if a general partner in an Arizona limited partnership dies or becomes incapacitated?
If a general partner in an Arizona limited partnership dies or becomes incapacitated, the partnership will be dissolved, unless there is a successor general partner named in the partnership agreement.
What is a limited liability partnership (LLP) in Arizona?
A limited liability partnership in Arizona is a type of partnership that offers partners limited liability, similar to a limited partnership.
Can a limited partnership be converted to a limited liability partnership in Arizona?
Yes, a limited partnership in Arizona can be converted to a limited liability partnership by filing a Certificate of Conversion with the Arizona Corporation Commission.
Is a limited partnership required to have a written partnership agreement in Arizona?
Although not required, it is recommended that a limited partnership in Arizona have a written partnership agreement to establish the terms and conditions of the partnership.
What requirements does the Arizona Corporation Commission have for the name of a limited partnership?
The Arizona Corporation Commission requires that the name of a limited partnership in Arizona must include the words “Limited Partnership” or “L.P.”
Can the name of a limited partnership in Arizona be changed?
Yes, the name of a limited partnership in Arizona can be changed by filing a Certificate of Amendment with the Arizona Corporation Commission.
How long does it take to form a limited partnership in Arizona?
Typically, it takes 1-2 weeks to form a limited partnership in Arizona after filing the Certificate of Limited Partnership with the Arizona Corporation Commission.
Can a limited partnership in Arizona use a DBA (doing business as) name?
Yes, a limited partnership in Arizona can use a DBA (doing business as) name by filing the appropriate form with the Arizona Corporation Commission.
Are Arizona limited partnerships required to have a registered agent?
Yes, Arizona limited partnerships are required to have a registered agent with a physical address in Arizona.
What role does the registered agent play in an Arizona limited partnership?
The registered agent for an Arizona limited partnership is responsible for receiving legal and tax documents on behalf of the partnership.
Do Arizona limited partnerships have to file annual tax returns?
No, Arizona limited partnerships are not required to file annual tax returns, but the partners must report their income and losses on their personal tax returns.
Can the partnership agreement of an Arizona limited partnership be amended?
Yes, the partnership agreement of an Arizona limited partnership can be amended by the partners, but any changes must be reflected in a written document and filed with the Arizona Corporation Commission.
How do I start a limited partnership in Arizona?
To start a limited partnership in Arizona, you need to file a Certificate of Limited Partnership with the Arizona Secretary of State.
How much does it cost to start a limited partnership in Arizona?
The filing fee to start a limited partnership in Arizona is $85.
What are the advantages of a limited partnership in Arizona?
A limited partnership in Arizona can provide limited liability to investors and has flexibility in management.
Do I need a lawyer to start a limited partnership in Arizona?
You are not required to hire a lawyer to start a limited partnership in Arizona, but it is recommended that you do.
Can a nonresident start a limited partnership in Arizona?
Yes, a nonresident can start a limited partnership in Arizona.
What are the tax implications of starting a limited partnership in Arizona?
A limited partnership in Arizona is considered a pass-through entity for tax purposes, meaning that the profits and losses are passed on to the partners.
Can a limited partner be involved in managing the limited partnership in Arizona?
A limited partner in Arizona can participate in management, but doing so may result in losing their limited liability status.
What is the process for amending a limited partnership in Arizona?
To amend a limited partnership in Arizona, you must file a Certificate of Amendment with the Arizona Secretary of State.
Can a limited partnership in Arizona be converted to an LLC?
Yes, a limited partnership in Arizona can be converted to an LLC.
What is the difference between a general partnership and a limited partnership in Arizona?
In a general partnership, all partners are personally liable for the business’s debts; In a limited partnership in Arizona, only the general partners are personally liable.
How many people are required to form a limited partnership in Arizona?
At least one general partner and one limited partner are required to form a limited partnership in Arizona.
Do all partners in a limited partnership have the same amount of liability in Arizona?
No, only general partners have unlimited liability in Arizona.
Can a corporation be a limited partner in a limited partnership in Arizona?
Yes, a corporation can be a limited partner in a limited partnership in Arizona.
What is the duration of a limited partnership in Arizona?
A limited partnership in Arizona can exist for a specified or indeterminate duration.
What are the annual requirements for a limited partnership in Arizona?
A limited partnership in Arizona must file an annual report with the Arizona Corporation Commission.
What is a registered agent in Arizona? Do I need one for my limited partnership?
A registered agent in Arizona is a person or entity that serves as a point of contact for official legal correspondence; a limited partnership in Arizona must have a registered agent.
Can a limited partnership in Arizona have a trade name as well?
Yes, a limited partnership in Arizona can have a trade name as well as its legal name.
Is a business license required for a limited partnership in Arizona?
Licensing requirements vary depending on the type of business activity; so, in some cases, a business license may be required for a limited partnership in Arizona.
What is the process for dissolving a limited partnership in Arizona?
To dissolve a limited partnership in Arizona, you must file a Certificate of Dissolution with the Arizona Secretary of State.
How long does it take to formalize a limited partnership in Arizona?
Filing for a limited partnership in Arizona can take a few weeks to process.
Can a limited partnership in Arizona own property?
Yes, a limited partnership in Arizona can own property.
What are the ongoing compliance requirements for a limited partnership in Arizona?
A limited partnership in Arizona must file an annual report and abide by all state and federal laws.
Can a limited partnership in Arizona file as an S-corporation?
No, a limited partnership in Arizona cannot file as an S-corporation.
Can a limited partner receive income from a limited partnership in Arizona without losing their limited liability protection?
Yes, a limited partner in Arizona can receive income from a limited partnership without losing their limited liability protection.
How can a limited partnership in Arizona raise capital?
A limited partnership in Arizona can raise capital by selling limited partnership interests to investors.
Can a limited partnership in Arizona distribute profits as salaries instead of dividends?
Yes, a limited partnership in Arizona can distribute profits as salaries instead of dividends.
Are foreign limited partnerships recognized in Arizona?
Yes, foreign limited partnerships are recognized in Arizona as long as they meet certain requirements.

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Conclusion

Starting a limited partnership in Arizona can be a rewarding experience, providing you with the benefits of limited liability protection for passive investors and the opportunity to manage your business actively. By following the steps outlined in this article and staying on top of ongoing management and compliance tasks, you can establish a successful limited partnership and enjoy the benefits of this unique business structure.

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