Foreign Limited Partnership Authority in Arkansas

Arkansas calls a limited partnership organized under another jurisdiction's law a foreign limited partnership. A.C.A. 4-47-902 sets the process: the partnership delivers an application to the Secretary of State, who files it and issues a certificate of authority. The Secretary of State's handbook describes the same step as registering. The governing law is Title 4, chapter 47, subchapter 9.

Where the partnership was formed, that law keeps governing how partners deal with one another and what each owes for partnership debts. Arkansas cannot withhold the certificate just because its own rules differ, and the certificate does not allow business that an Arkansas limited partnership could not carry on.

A limited liability limited partnership is a separate case. It files its own Secretary of State form, number F3LP-02, and its name ends differently.

The statute never defines transacting business. Section 4-47-903(a) lists what does not count. In plain terms, the exempt list covers lawsuits and settlements, partner meetings and other internal affairs, bank accounts, an office that transfers the partnership's own securities, sales through independent contractors, orders that are only accepted outside Arkansas, borrowing, lending and liens, collecting debts (including holding property taken in), one isolated deal completed within 30 days, and interstate commerce.

Owned property is treated differently

Section 4-47-903(b) is the part to read twice. Arkansas treats owning income-generating real estate, or other tangible personal property that earns income, as transacting business, unless the list above excludes it. A limited partnership that simply holds an apartment building here has to treat that as doing business. Subsection (c) cautions that the list does not control how other Arkansas laws reach the partnership, whether for process, tax or regulation. For borderline cases, ask an Arkansas attorney.

The filing is Form LPF-01, the Application for Certificate of Authority of Foreign Limited Partnership. The Secretary of State's fee is $300. The forms page lists it as a paper filing only, with no online fee, so the application goes by mail or delivery to the Business and Commercial Services office in Little Rock together with payment.

A partner signs it, and the signer confirms that false statements are a Class C misdemeanor.

What the application asks for

• The name under which the partnership will conduct business in Arkansas
• The jurisdiction where it was organized and the date of formation
• The general character of the business to be transacted in Arkansas
• The registered agent's name, Arkansas street address and mailing address
• The principal office's street and mailing address
• The name, street address and mailing address of each partner
• The attached certificate of existence

The second page is a contact sheet for annual reports. The statute adds one question to the list, whether the partnership is an LLLP.

Arkansas wants proof from home that the partnership exists. Under 4-47-902(b), the partnership attaches a certificate of existence (or an equivalent record) bearing the signature of the home official who handles public filings. Item 9 of the form repeats the requirement.

Neither the statute nor the form sets an age, yet the Secretary of State's FAQ and handbook say to send an original dated no earlier than 30 days before filing. The handbook also mentions a certified copy of the certificate of limited partnership and its amendments, which the current form does not list. Ask the Business and Commercial Services office whether to include it. With a 30-day window, order the certificate last.

Name

The name must include the phrase limited partnership or the letters L.P. or LP, and it cannot use the LLLP wording. On the Secretary of State's records it must also be set apart from names already registered. If it fails the test, the partnership adopts a compliant alternate name before a certificate can issue (4-47-905). A fictitious name application for a foreign limited partnership is a separate paper filing.

Registered agent

Section 4-47-114 requires the partnership to designate a process agent and have one at all times. Eligible: an Arkansas-resident individual, or any other person with authority to do business in Arkansas. Under the Model Registered Agents Act, the filing must show an actual Arkansas street address. Only that is accepted; PO boxes and mail drops are not.

A new agent is reported on a statement of change (4-47-115) or the Notice of Change of Registered Agent, which has no state fee. An agent who resigns stops serving on the 31st day after the resignation is filed. The statute sets no hours for the agent.

Annual report

An annual report is due to the Secretary of State each year. The 2026 form is due August 1 and lists no fee. It names the partnership, the Arkansas office and agent, the home-state principal office, the jurisdiction of formation and the partners. An older version of the statute used a different window, so rely on the current form.

Franchise tax

The Secretary of State's franchise tax instructions say entities formed under the Uniform Limited Partnership Act are exempt from the corporation franchise tax. Other taxes are a separate question.

Revocation and cancellation

Section 4-47-906 lets the Secretary of State revoke authority for an unpaid fee or tax, an overdue annual report, no maintained agent, or a missed statement of change after the agent's name or address changed. The notice must give at least 60 days, and authority survives if each failure is cured first.

To leave, the partnership files a Notice of Cancellation of Statement of Foreign Partnership Authority, which carries no fee.

Sections 4-47-907 and 4-47-908 spell it out.

• Courts. No action or proceeding can be maintained in Arkansas by a foreign limited partnership that lacks a certificate.
• Process. Transacting business without one makes the Secretary of State the partnership's process agent for Arkansas claims.
• Restraint. The Secretary of State may file suit to restrain unauthorized activity under the chapter.

The lack of a certificate does not impair a contract or act of the partnership, and it can defend a suit. A partner is not liable for partnership obligations solely because the partnership did business uncertified. The subchapter contains no fine or back-fee provision.

For a limited partnership, Mainstay Filing offers the registered agent, because its qualification checkout covers only LLCs and for-profit corporations. $149 per year buys the agent; the rate is flat and does not rise at renewal. Your agent's Arkansas street address goes on LPF-01 and into the public record. When papers are served on the partnership, Mainstay Filing scans them to your account that business day for no charge, and the first three government mailings a year are scanned free.

If the partnership already uses a different agent, Mainstay Filing can file the replacement notice at no state charge. The partnership itself, or its lawyer, completes and submits the authority application. Arkansas lets a person authorized to do business in the state serve as agent, so an Arkansas resident is not required. Mainstay Filing is not a law firm. Start on the Arkansas registered agent page.