INSTRUCTIONS: RI CERTIFICATE OF LIMITED PARTNERSHIP

You’re strongly encouraged to consult with an attorney or tax specialist before completing this form. You need to understand the legal implications of forming a limited partnership make sure the form is completed correctly and submitted with any other required forms.

“RI Certificate of Limited Partnership Step 1”

Provide the proposed name of the limited partnership in section 1. Make sure the name contains the words “limited partnership” or the abbreviation “L.P.” with or without the periods.

“RI Certificate of Limited Partnership Step 2”

In section 2, list the address of the office where the limited partnership’s records are kept. The limited partnership needs to inform the Secretary of State immediately if the address changes. Next, provide the name and street address of the limited partnership’s registered agent for any future service of process in section 3. Do not provide a P.O. Box.

“RI Certificate of Limited Partnership Step 4”

State the name and business address of each general partner in section 4—even if the partner is out-of-state. If you need additional space, attach a separate sheet.

“RI Certificate of Limited Partnership Step 5”

List the mailing address of the limited partnership in section 5. If there are any other provisions, address these matters in section 6. If additional space is needed, attach a separate form. All of general partners then need to sign the bottom of this form. Make sure the signatures correspond with the names in section 4.

“RI Certificate of Limited Partnership Step 6”

The filing fee for this form is $100.00. Make the check or money order payable to Rhode Island Secretary of State.

“RI Certificate of Limited Partnership Step 7”

Attach any other required documents and send the forms to the following address:

State of Rhode Island and Providence Plantations

Office of the Secretary of State

Corporations Division

148 W. River Street

Providence, Rhode Island 02904-2615

“RI Certificate of Limited Partnership Step 8”

If you have any questions about the filing procedure, you can call the Secretary of State’s Office at (401) 222-3040 on Monday through Friday between the hours of 8:30 a.m. and 4:30 p.m.