There are several different ways to form a business, such as a sole proprietorship, a LLC, or a limited partnership (LP). The major benefit of an LP is that it limits the personal liability of the limited partner in the event that the LP incurs or debt or is sued. You can register your business as an LP with the Mississippi Business Services Division.

What Are the Requirements for an LP?

One of the main requirements for an LP in Mississippi is that there are at least two partners in the business. These partners must be divided into two categories: general and limited. You have to decide which partners will fall into which category. Another decision you must make is who will serve as your LP’s registered agent.  The agent must be a local person or company who can receive documents and be served on behalf of the company. The final major requirement is filing a Certificate of Limited Partnership.

What Paperwork Do I Need to Form an LP?

The paperwork that you will need to file depends on whether you are filing as a domestic LP or a foreign LP. A domestic LP is one that has been created in Mississippi, and a foreign LP is one that was created somewhere other than Mississippi. You can file the paperwork for either LP online at the Mississippi Business Services Division website.

 

To register your LP as a domestic LP, you must file a Certificate of Limited Partnership. With the online system, you have to register online first. Once you have elected to file a Certificate of Limited Partnership, you will be asked to fill out some basic information about your LP, such as the LP’s name, address, and email address. You will also need to give the mailing addresses and names of all of the LP’s general partners.

If you have an already-formed LP but are looking to do business in Mississippi, you will need to file an Application for Registration of Foreign Limited Partnership. Otherwise, your LP will be prohibited from suing anyone in Mississippi courts.

What Benefits Does Mississippi Give to an LP?

Mississippi does not require LPs to file an annual report or pay an annual fee or tax. This is an advantage over other states that require for LPs to file an annual report and/or pay an annual fee.

What Disadvantages Does Mississippi Give to an LP?

Under Mississippi law, an LP is obligated to permit any general partner who believes they are a limited partner enjoy the limited liability of a limited partner, despite the fact that they are supposed to be a general partner. This may result in other general partners experiencing an increase in personal liability. General partners also have to pay a self-employment tax that limited partners do not have to pay.

Should I Hire a Business Lawyer?

Forming an LP can be a difficult task. Having the assistance of a Mississippi business lawyer can make the process a lot easier.