A limited partnership (LP) is one way to set up a business aside from a corporation. With a LP, there are two or more partners, and at least one of the partners is personally liable only up to the amount they put into the business. Any partner with limited liability is known as a limited partner, and any partner with full liability for the company is known as a general partner. In order to do business as an LP in Georgia, a company has to register as such with the Georgia Secretary of State.
You have the option to reserve a name before you register your LP with the state but the reservation only lasts 30 days. The business does have to name a registered agent who can receive paperwork and be served in case of lawsuits on behalf of the LP. An LP must have at least one limited partner and one general partner.
You can register your LP by either filing a Certificate of Limited Partnership online or by mailing in a completed Certificate of Partnership along with a completed Transmittal Form 246. In order to complete the Certificate of Limited Partnership, you have to put down the name of the LP and the name and address of the registered agent. The address for the registered agent must be a street address because a PO Box is not allowed. You also have to list the name and address of the general partner(s). All of the general partners must sign the form, although a lawyer may sign on behalf of any of the partners.
There are a number of tax credits available for a LP doing business in Georgia. For example, there is a research tax credit available for businesses that conduct research within the state. Another tax credit is available for companies with their headquarters in Georgia. Also, Georgia is one of a few states that lets limited partners participate in the running of the LP without putting their limited liability at risk.
You have to register annually with the Georgia Secretary of State, which costs $50 every year. If you do not register on time, your business will be automatically dissolved. If that happens to your LP, it will cost $250 to reinstate your LP.
Setting up any limited liability enterprise can be tricky, and it is important to set up your LP properly to get all of the benefits of this business structure. Speaking to a Georgia business lawyer can be helpful to make sure you follow all the rules required by Georgia.