Registering a Foreign Limited Partnership in Arizona

A limited partnership organized outside Arizona is foreign here. A.R.S. 29-349 tells it to register ahead of any Arizona business activity. Arizona's law on limited partnerships sits in Title 29, chapter 3, and article 9 of that chapter is the part for foreign ones.

The Secretary of State's Business Services office takes partnership filings. That is a different agency from the Corporation Commission, which handles corporations and LLCs. Registration does not change the partnership's home status. Home-state law keeps control of how the partnership is organized and run and of what its limited partners owe, and Arizona cannot deny registration just because its own rules differ.

The Secretary of State publishes a separate form for a limited liability limited partnership, so an LLLP should not use the plain LP form.

The statute says registration comes before transacting business but does not define the phrase. It does list activities that do not count, in 29-354(E), and notes that the list is open ended:

• Defending, bringing or settling a lawsuit or administrative matter
• Partner meetings and other internal affairs
• Keeping a bank account
• Offices for transferring the partnership's own securities
• Sales through an independent contractor
• Receiving orders outside Arizona, accepting them there and shipping goods into the state
• Borrowing or lending, or taking mortgages and other security interests
• Pursuing debts, including claims against collateral
• Interstate commerce
• One isolated deal finished inside thirty days, unlike repeated transactions of the same kind

Real estate and other property do not appear on that list, so the statute neither clears ownership nor names it as a trigger. A partnership whose only link to Arizona is a passive holding should ask an Arizona attorney rather than guess. The same section adds that passing this test does not decide whether the partnership can be sued, taxed or regulated under other Arizona laws.

The filing is the Foreign Limited Partnership Registration, the Secretary of State's form under A.R.S. 29-349. It has no form number. Arizona does not set one flat fee for it. The Secretary of State charges $10 to file the application, $10 for the certificate that authorizes the partnership to transact business, and $3 for each page filed. Expedited handling adds $25.

Filing is by mail or in person. Send two copies, an original and a duplicate, with a self-addressed stamped envelope and payment, to the Secretary of State's Business Services office in Phoenix, or deliver them at the Phoenix or Tucson counter, where cards are accepted. The office lists regular processing at two to three weeks. The form requires an email address, and an application without one comes back.

What the form asks for

• Its name, plus any other name it wants to use in Arizona
• The state of formation and the formation date
• The address of the office kept in the home state
• The address where the limited partner list is kept
• Each general partner's name and business address
• The agent for service of process, if one is appointed
• The signature of a general partner, sworn

A general partner signs under oath. The statute also asks for an undertaking to keep the list of limited partners and their capital contributions until the registration is canceled or withdrawn.

A foreign limited partnership is not asked for any certificate of existence or good standing in Arizona. Neither the statute nor the form calls for a document from the home state, and no copy of the certificate of limited partnership goes with the application.

What the form does take is a sworn signature. A general partner signs, and the statute lists the facts the application must state. Nothing needs ordering from the home state and no certificate can go stale, so the work is gathering the exact legal name, the formation details and the general partners' addresses.

The name

A foreign limited partnership may register under any name, even one different from its home name, as long as it includes the words limited partnership or the initials L.P. or LP and could be registered by a domestic limited partnership. A domestic limited partnership's name must also be distinguishable from other entities on the Secretary of State's records and cannot carry a limited partner's name unless it is also a general partner's.

The agent for service of process

Here Arizona differs from most states. Under 29-349(3), a foreign limited partnership names an agent only if it elects to. If it does, the choices are a person who lives in Arizona, a corporation formed in Arizona, or a corporation formed elsewhere that keeps a business location in Arizona and is authorized to operate here. If it names none, or the agent cannot be found, the Secretary of State serves as agent for process.

The form has an agent section with an Arizona address, where a PO box or care-of address is not accepted. It also has a box that lets the Secretary of State step in if the named agent resigns and no replacement is filed. Naming your own agent keeps legal papers going to someone you chose instead of to a state office. No rule about business hours appears in the statute or the form.

The Secretary of State's forms directory lists an annual report for foreign limited liability partnerships and LLLPs but none for a foreign limited partnership, and the foreign limited partnership article contains no periodic report. Keeping the record accurate is the duty that does apply. Under 29-352, a partnership whose application was false when made, or whose facts have changed, must promptly file a certificate correcting it, signed and sworn by a general partner. A new agent or a new general partner changes facts the application described. The fee for the correcting certificate is $10 plus $3 per page.

Taxes and licensing are outside this filing, so check what applies to the partnership's activity separately.

Canceling

To leave Arizona, a partnership files a Certificate of Cancellation that a general partner signs under oath. The fee is $10 plus $3 per page. Even after cancellation, the Secretary of State can still accept service for claims tied to the partnership's Arizona business.

Sections 29-354 and 29-355 set the consequences.

• Courts. No action, suit or proceeding can be maintained by the partnership in an Arizona court before it registers.
• Process. Doing business unregistered names the Secretary of State as the partnership's process agent for Arizona claims.
• Injunction. The Attorney General may sue to halt its business activity in the state.

The foreign limited partnership article contains no fine, late fee or back-fee provision. Registration lapses leave its contracts and acts valid, and a defense in court remains available. A limited partner is not liable as a general partner solely because the partnership did business unregistered.

The foreign qualification checkout at Mainstay covers LLCs and for-profit corporations. A limited partnership gets the registered agent instead. It runs $149 a year, flat, at the same price when it renews. The agent's Arizona address goes on your registration and becomes part of the public record. Service of process is scanned into your account on the day it arrives, and Mainstay does not charge for that. Three government letters a year are scanned free.

If the partnership already has an agent on file, Mainstay will file the change and pass the state's fee through at cost. The partnership, or its attorney, files the Arizona registration directly. Arizona lets a corporation serve as agent, so you are not tied to finding an Arizona resident. Mainstay does not give legal advice. Start on the Arizona registered agent page.