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

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Start a Limited Partnership in Missouri

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

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

Steps in Starting a Limited Partnership in Missouri

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 Missouri. 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 Missouri

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

Step 1: Research and Preparation

Before starting a limited partnership in Missouri, 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 Missouri.

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 Missouri 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 Registered 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 Missouri, 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 Missouri Business Name Search through the Missouri Secretary of State Business Services to ensure the name you’ve chosen is available and not already used by another business.

Naming requirements for a Limited Partnership in Missouri 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 Missouri.

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 $25. 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 three methods, online, by mail, and in person filing., which costs around $7. In addition, the DBA’s validity in Missouri is five years, which you can file in Missouri Secretary of State.

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

Hire a Registered Agent

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

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

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

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

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 Missouri laws and regulations, it’s advisable to seek legal advice from a Business Attorney in Missouri 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 Missouri government. This process typically involves filing a Certificate of Limited Partnership with the Missouri 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 Missouri Secretary of State. Include all necessary information and signatures, and pay the filing fee of $105.

Obtain an Employer Identification Number (EIN) from the IRS

After registering your limited partnership with the Missouri government, you’ll need to obtain Missouri 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.

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Register For Missouri Taxes

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

Step 5: Complying With Additional Missouri Requirements

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

File Annual Reports 

Missouri require limited partnerships to file Annual Reports with the Missouri 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. 

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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 Missouri 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 Missouri

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

  • 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 Missouri, 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 Missouri?

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

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?
A limited partnership is a business entity that consists of at least one general partner, who manages the business and is personally liable for all the company’s debts, and at least one limited partner, who invests money but has limited liability.
How is a limited partnership formed in Missouri?
In Missouri, a limited partnership is formed by filing a certificate of limited partnership with the Secretary of State and complying with all the applicable requirements under state law.
What information needs to be included in a certificate of limited partnership in Missouri?
The certificate of limited partnership in Missouri must include the name of the partnership, the name and address of each general partner, the name and address of the registered agent, and any other information required by state law.
Is there a fee for filing a certificate of limited partnership in Missouri?
Yes, there is a fee for filing a certificate of limited partnership in Missouri. The fee varies depending on the filing method and the type of limited partnership being formed.
How long does it take to form a limited partnership in Missouri?
The time it takes to form a limited partnership in Missouri depends on several factors, including the workload of the Secretary of State’s office and the completeness of the application. However, the process generally takes several weeks.
What is the role of the registered agent in a limited partnership in Missouri?
The registered agent is the person or business designated by the limited partnership to receive legal documents and phone calls on behalf of the partnership. In Missouri, a registered agent must be a resident of the state or a business authorized to do business in Missouri.
What is the liability of the general partner in a limited partnership in Missouri?
The general partner in a limited partnership in Missouri has unlimited personal liability for the debts and obligations of the partnership.
What is the liability of the limited partner in a limited partnership in Missouri?
The limited partner in a limited partnership in Missouri has limited liability, meaning they are only liable for the amount of capital they have invested in the partnership and are not personally liable for the partnership’s debts or obligations beyond that.
Can a limited partner be involved in the management of the partnership in Missouri?
Yes, a limited partner can be involved in the management of the partnership in Missouri, but once they become involved, they may lose their limited liability status.
Can a limited partnership in Missouri be terminated before the expiration of its specified term?
Yes, a limited partnership in Missouri can be terminated before the expiration of its specified term if the general partners consent and the approval of a certain percentage of the limited partners is obtained.
How are the profits and losses allocated in a limited partnership in Missouri?
Profits and losses in a limited partnership in Missouri are allocated according to the partnership agreement.
Is a limited partnership required to have an operating agreement in Missouri?
While it is not required by Missouri law, it is highly advisable to have a written operating agreement in place to govern the terms of the partnership.
Must a copy of the partnership agreement be filed with the Secretary of State in Missouri?
No, a copy of the partnership agreement is not required to be filed with the Secretary of State in Missouri, but it should be available for inspection by the partnership’s partners and other interested parties.
Must a limited partnership in Missouri have an employer identification number (EIN)?
Yes, a limited partnership in Missouri must have an EIN, either through obtaining it directly from the IRS or through the Secretary of State’s website.
Is a limited partnership in Missouri required to file tax returns?
Yes, a limited partnership in Missouri is required to file tax returns, both federal and state.
What is the state tax on a limited partnership in Missouri?
Missouri does not have a specific tax on limited partnerships, but they may be subject to other taxes, including sales tax and income tax.
What other regulatory requirements exist for limited partnerships in Missouri?
Limited partnerships in Missouri must comply with all applicable state and federal regulations, including those related to taxes, employment, environmental, and financial matters.
What happens if a partner wishes to leave a limited partnership in Missouri?
The partnership agreement typically governs the procedure and terms of a partner exiting a limited partnership in Missouri.
Can limited partners vote in management decisions in Missouri?
No, limited partners do not generally vote on management decisions unless they become more involved in the partnership’s management and consequently lose their limited liability status.
How are ownership interests in a limited partnership in Missouri transferred?
Ownership interests in a limited partnership in Missouri are generally transferred through a written agreement between the transferring partner and the partnership, subject to the terms of the partnership agreement.
Can a limited partnership in Missouri acquire property in its own name?
Yes, a limited partnership in Missouri can acquire property in its own name and also assume liabilities in its own name.
What happens if a limited partnership does business with foreign partners or entities in Missouri?
The partnership must comply with all laws and regulations related to doing business with foreign partners or entities, including registering with the Missouri Secretary of State.
Can a limited partnership in Missouri merge with another business entity?
Yes, a limited partnership in Missouri can merge with another business entity, but approval of all the partners must be obtained and it can be a complex legal procedure.
Is it possible to dissolve a limited partnership in Missouri voluntarily?
Yes, a limited partnership can be dissolved voluntarily by consent of all the general partners and compliance with any applicable state and federal regulations.
What are the consequences of involuntary dissolution of a limited partnership in Missouri?
Involuntary dissolution of a limited partnership may occur if a court order is obtained or as a result of death, bankruptcy, insanity, or withdrawal of a general partner, or any event specified in the partnership agreement. This may result in the liquidation of assets and termination of business operations.
What is the continuing liability of a limited partner after dissolution of a partnership in Missouri?
A limited partner in Missouri may remain liable for expenses, including liquidation expenses, outstanding debts of the partnership’s liabilities at the time of dissolution.
What are the penalties for failure to comply with the laws and requirements for limited partnerships in Missouri?
Failure to comply with Missouri’s laws and requirements for limited partnerships may result in a range of penalties, including fines, revocation of the LLC’s status as a limited partnership, and legal liability for any damages to third parties.
How can someone confirm the status of a particular limited partnership in Missouri?
The status of a Missouri limited partnership can be found through the Secretary of State’s website, where records of LLC certificates can be obtained.
What is a limited partnership in Missouri?
A limited partnership in Missouri is a type of partnership where one or more general partners manage the business and are personally liable for the partnership’s debts and obligations, while one or more limited partners contribute capital but have limited liability.
How do I register a limited partnership in Missouri?
To register a limited partnership in Missouri, you must file a Certificate of Limited Partnership with the Missouri Secretary of State.
What information do I need to include in the Certificate of Limited Partnership for Missouri?
You will need to include the name of the limited partnership, the name and address of the registered agent, the name and address of each general partner, and the nature of the limited partnership’s business in the Certificate of Limited Partnership for Missouri.
How much does it cost to register a limited partnership in Missouri?
The filing fee for a Certificate of Limited Partnership in Missouri is $50.
Do I need to appoint a registered agent for my limited partnership in Missouri?
Yes, you must appoint a registered agent for your limited partnership in Missouri.
What is a registered agent in Missouri?
A registered agent is a person or company that is responsible for receiving legal process and other important documents on behalf of a business entity, such as a limited partnership.
Can I be my own registered agent for my limited partnership in Missouri?
Yes, you can be your own registered agent for your limited partnership in Missouri as long as you have a registered office in the state.
What is a registered office in Missouri?
A registered office in Missouri is the address where the Registered Agent for a business entity, such as a limited partnership, receives legal process and other important documents.
How often do I need to file an annual report for my limited partnership in Missouri?
Limited partnerships in Missouri are not required to file an annual report.
Can I have a limited partnership that does business in Missouri but is formed in another state?
Yes, you can have a limited partnership that does business in Missouri but is formed in another state as long as the limited partnership registers with the Missouri Secretary of State as a foreign limited partnership.
What is a foreign limited partnership in Missouri?
A foreign limited partnership in Missouri is a limited partnership that is formed in another state but is registered to do business in Missouri.
How do I register my foreign limited partnership in Missouri?
To register your foreign limited partnership in Missouri, you must file a Registration of Foreign Limited Partnership form with the Missouri Secretary of State.
Can I change the name of my limited partnership in Missouri after it has been registered?
Yes, you can change the name of your limited partnership in Missouri by filing a Certificate of Amendment with the Missouri Secretary of State.
What other kinds of changes can I make to my limited partnership in Missouri?
Other changes you can make to your limited partnership in Missouri include adding or removing partners, changing the amount of capital contributed by a partner, changing the nature of the limited partnership’s business, and changing the registered agent or office.
Is there a specific time frame for making changes to my limited partnership in Missouri?
No, there is not a specific time frame for making changes to your limited partnership in Missouri.
Can I dissolve my limited partnership in Missouri?
Yes, you can dissolve your limited partnership in Missouri by filing a Certificate of Cancellation with the Missouri Secretary of State.
Do I need to report changes to my limited partnership to the Missouri Secretary of State?
Yes, changes to a limited partnership in Missouri must be reported to the Missouri Secretary of State.
How long does it take to register a limited partnership in Missouri?
Processing times for registration of a limited partnership in Missouri vary, but it generally takes 2-3 weeks for the registration to be approved.
Do I need to obtain any licenses or permits to operate my limited partnership in Missouri?
Depending on the nature of your business, you may need to obtain licenses and permits to operate your limited partnership in Missouri.
Where can I obtain the necessary licenses and permits to operate my limited partnership in Missouri?
You can obtain the necessary licenses and permits to operate your limited partnership in Missouri from the appropriate state and local agencies.
Do I need to file for a tax ID number for my limited partnership in Missouri?
Yes, you will need to obtain a tax ID number from the Internal Revenue Service (IRS) to operate your limited partnership in Missouri.
What taxes will my limited partnership in Missouri be subject to?
Your limited partnership in Missouri may be subject to state and federal income taxes and sales and use taxes.
Can I elect S-Corp taxation for my limited partnership in Missouri?
It is possible for a limited partnership in Missouri to elect S-Corp taxation, but certain eligibility requirements must be met.
What role do the general partners have in a limited partnership in Missouri?
The general partners in a limited partnership in Missouri manage the business and are personally liable for the partnership’s debts and obligations.
What role do the limited partners have in a limited partnership in Missouri?
The limited partners in a limited partnership in Missouri contribute capital but have limited liability.
Can I have both a general partner and a limited partner in my limited partnership in Missouri?
Yes, you can have both a general partner and a limited partner in your limited partnership in Missouri.
What happens if a limited partner takes an active role in managing the business of a limited partnership in Missouri?
If a limited partner takes an active role in managing the business of a limited partnership in Missouri, they may become personally liable for the partnership’s debts and obligations.
Can I convert my limited partnership into another business entity, such as an LLC, in Missouri?
Yes, you can convert your limited partnership into another business entity in Missouri by filing the appropriate forms with the Missouri Secretary of State.

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Conclusion

Starting a limited partnership in Missouri 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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