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

A limited partnership is an attractive business structure for those who want to start an LLC in Massachusetts. 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 Massachusetts, covering everything from researching and preparing to registering your limited partnership with the Massachusetts government and beyond.

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

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 Massachusetts. 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 Massachusetts

To form a limited partnership in Massachusetts, 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 Massachusetts requirements, and ongoing management and compliance and reporting requirements. 

Step 1: Research and Preparation

Before starting a limited partnership in Massachusetts, 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 Massachusetts.

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 Massachusetts 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 Resident 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 Massachusetts, 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 Massachusetts Business Name Search through the Massachusetts Secretary of the Commonwealth Corporations Division to ensure the name you’ve chosen is available and not already used by another business.

Naming requirements for a Limited Partnership in Massachusetts 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 Massachusetts.

If the limited partnership name is available, you may choose to reserve it for a specific period of 60 days by filing a name reservation application and paying the online name reservation fee of Not available and mail name reservation fee of $30. 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 two methods, by mail and in person., which costs around $65 Filing fee and $35 Additional fee if a non-Massachusetts resident. In addition, the DBA’s validity in Massachusetts is four years, which you can file in Massachusetts Secretary of State.

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

Hire a Resident Agent

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

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

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

You can serve as your own Resident Agent or appoint a friend or family member, or hire a professional Massachusetts Resident 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.

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 Massachusetts.

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 Massachusetts laws and regulations, it’s advisable to seek legal advice from a Business Attorney in Massachusetts 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 Massachusetts government. This process typically involves filing a Certificate of Limited Partnership with the Massachusetts 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 Massachusetts Secretary of State. Include all necessary information and signatures, and pay the filing fee of $500.

Obtain an Employer Identification Number (EIN) from the IRS

After registering your limited partnership with the Massachusetts government, you’ll need to obtain Massachusetts 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 –

LegalZoom – Pricing at $79

Register For Massachusetts Taxes

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

Step 5: Complying With Additional Massachusetts Requirements

In addition to registering your limited partnership with the Massachusetts 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 Massachusetts 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 Massachusetts Department of Business and Industry or a licensing professional to determine which licenses and permits apply to your limited partnership. However, in Massachusetts, the costs of Massachusetts 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 Massachusetts.

File Annual Reports 

Massachusetts require limited partnerships to file Annual Reports with the Massachusetts 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 –

LegalZoom – Starts at $99 + filing fees

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 Massachusetts 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 Massachusetts

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

• 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 Massachusetts, 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 Massachusetts?

Yes, a foreign Limited Partnership can do business in Massachusetts by registering as a foreign LP with the Massachusetts 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 Massachusetts?

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

Also Read

• Start a Limited Partnership in Alabama
• Start a Limited Partnership in Alaska
• Start a Limited Partnership in Arizona
• Start a Limited Partnership in Arkansas
• Start a Limited Partnership in California
• Start a Limited Partnership in Colorado
• Start a Limited Partnership in Connecticut
• Start a Limited Partnership in DC
• Start a Limited Partnership in Delaware
• Start a Limited Partnership in Florida
• Start a Limited Partnership in Georgia
• Start a Limited Partnership in Hawaii
• Start a Limited Partnership in Idaho
• Start a Limited Partnership in Illinois
• Start a Limited Partnership in Indiana
• Start a Limited Partnership in Iowa
• Start a Limited Partnership in Kansas
• Start a Limited Partnership in Kentucky
• Start a Limited Partnership in Louisiana
• Start a Limited Partnership in Maine
• Start a Limited Partnership in Maryland
• Start a Limited Partnership in Massachusetts
• Start a Limited Partnership in Michigan
• Start a Limited Partnership in Minnesota
• Start a Limited Partnership in Mississippi
• Start a Limited Partnership in Missouri
• Start a Limited Partnership in Montana
• Start a Limited Partnership in Nebraska
• Start a Limited Partnership in Nevada
• Start a Limited Partnership in New Hampshire
• Start a Limited Partnership in New Jersey
• Start a Limited Partnership in New Mexico
• Start a Limited Partnership in New York
• Start a Limited Partnership in North Carolina
• Start a Limited Partnership in North Dakota
• Start a Limited Partnership in Ohio
• Start a Limited Partnership in Oklahoma
• Start a Limited Partnership in Oregon
• Start a Limited Partnership in Pennsylvania
• Start a Limited Partnership in Rhode Island
• Start a Limited Partnership in South Carolina
• Start a Limited Partnership in South Dakota
• Start a Limited Partnership in Tennessee
• Start a Limited Partnership in Texas
• Start a Limited Partnership in Utah
• Start a Limited Partnership in Vermont
• Start a Limited Partnership in Virginia
• Start a Limited Partnership in Washington
• Start a Limited Partnership in West Virginia
• Start a Limited Partnership in Wisconsin
• Start a Limited Partnership in Wyoming

Conclusion

Starting a limited partnership in Massachusetts 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.