A Certificate of Limited Partnership is the formation document filed with the Delaware Secretary of State to create a limited partnership. It is the legal act that brings the fund entity into existence.
Why It Matters
Without filing this certificate, your limited partnership does not legally exist. It is a short document, typically one page, but it must be filed correctly and the entity name must be available with the state.
Key Details
- Filed with the Delaware Division of Corporations
- Filing fee is approximately $200
- Lists the fund name and registered agent
- Does not disclose LP names or fund terms (those are in the LPA)
- Can be filed online with same-day processing for an expedite fee
For more on the full formation process, see the Fund Formation and Structure Guide.
Capital Company handles certificate filings and entity formation as part of fund administration.
This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation.