One business structure that provides limited liability to certain owners is a limited partnership (LP). As part of an LP, a limited partner is only responsible for the amount of money they have actually invested in the company, meaning that a creditor cannot go after their personal assets to cover for the LP. Since a limited partner cannot be held personally liable for an LP’s actions, they are not allowed to be involved in the running of the business. Instead, only general partners are allowed to be in charge of the LP and act as its agent in business dealings. In order for your company to be an LP, you need to file for an LP with the Missouri Secretary of State.
Missouri has a handful of requirements that a company must meet in order to become an LP. For instance, you must include “L.P.”, “LP”, or “Limited Partnership” in your LP’s name. You also have to have at least 2 partners, with one partner being a general partner and another being a limited partner. Additionally, the LP needs to have a registered agent that can receive paperwork and be served on behalf of the LP in the event that it becomes involved in a lawsuit.
The paperwork that you need to file for your LP can be found on the Missouri Secretary of State’s website, which you can also file online. There are two different sets of paperwork for domestic LPs and foreign LPs. A domestic LP is one that was created in Missouri, while a foreign LP is one that was created in another state or country and now wants to do business in Missouri. LPs that are domestic need to file a Certificate of Limited Partnership. Foreign LPs have to file an Application for Registration of a Foreign Limited Partnership in Missouri.
The forms for the two different types of LPs are very similar because they have a number of the same requirements. Both forms require one to provide the names and addresses of the LP, the registered agent, and the general partners. Also, anyone filling out either form will need to state if the LP is to continue in perpetuity or if operations are required to cease on a particular date. The form for a domestic LP must be signed by all of the general partners, whereas the form for a foreign LP requires the signature of only one general partner. Foreign LPs must also provide the address for an office where the names and amount of money put down by the limited partners are kept, as well as the location and date they were created.
Missouri has created several programs focused on assisting new businesses, including LPs. These programs provide a variety of services, such as funding, tax credits, and even assistance in procuring immigrant visas for companies that meet certain requirements. For example, the state will provide a tax credit for businesses that chose to do business in a poorer neighborhood. There is also a business facility tax credit program that provides a credit for businesses headquartered in Missouri that create 25 or more jobs and make $1 million in investments.
While most states do not require LPs to keep specific business records, Missouri has an extensive list of legal documents and other business records that LPs are required to have on hand at all times. These documents include a current list of all of the general and limited partners and their addresses in alphabetical order, a past list of the partners and their addresses, copies of all written partnership agreements from the past three years, and a copy of the certificate of limited partnership with any associated certificates of amendment.
Speaking with a Missouri business lawyer can be very important when setting up an LP. They can help walk you through the paperwork and answer any questions that you might have about the process.