Georgia Limited Partnership FAQ

A limited partnership is defined by its two classes of owner, and most confusion about the form clears up once that split is understood.

What exactly is a limited partnership?

A Georgia LP has at least one general partner, who manages the business and is personally liable for its debts, and at least one limited partner, who contributes capital and shares in profits but stays passive and is shielded from liability beyond the investment. Georgia governs LPs under its Revised Uniform Limited Partnership Act in Title 14, Chapter 9 of the Official Code of Georgia Annotated.

How is an LP different from an LLC?

In an LLC, every member can help run the business without losing liability protection. In an LP, only the general partner manages; if a limited partner takes on operational control, they risk being treated as a general partner and losing their shield. Choose an LP when you specifically want a bright line between the operator and the passive investors — otherwise an LLC is usually simpler.

What is an LLLP?

A limited liability limited partnership is an LP that has elected an extra layer of protection for its general partner. Georgia recognizes the LLLP form. It matters mainly to the general partner, whose exposure is what the election addresses; the choice is worth discussing with an attorney when the general partner's liability is a concern.

Formation is a defined sequence, and knowing the order prevents the most common delays.

How do I actually form a Georgia LP?

You file a Certificate of Limited Partnership with the Georgia Secretary of State, Corporations Division, through the eCorp portal. The certificate names the LP, its registered agent and registered office, each general partner, and the principal office. Once the Corporations Division accepts it, the partnership legally exists. Our Georgia LP start guide walks each step in order.

Does the filing reveal my limited partners?

No. The certificate names the general partners — who manage and are liable — but not the limited partners. The limited partners, their contributions, and the profit split all stay in the private limited partnership agreement, which Georgia does not require you to file.

How long does formation take?

Standard online processing through eCorp generally takes about a week, depending on workload. Georgia offers expedited tiers, including same-day service, for filings that cannot wait. The current fees, standard and expedited, are shown on the receipt cards on this site rather than restated here.

Can I form a Georgia LP if I live in another state or country?

Yes. Georgia does not impose residency on general or limited partners. The only Georgia-presence requirement is the registered agent, who must have a physical Georgia street address — a requirement a commercial agent service satisfies without any partner being in the state.

The registered agent is a small requirement with outsized consequences for an LP.

Does my LP need a registered agent?

Yes, at all times. Every Georgia LP must name a registered agent on its certificate and maintain one for the life of the entity. The agent needs a physical Georgia street address and has to be available during business hours to receive service of process and state notices.

Can a general partner be the agent?

Yes, if the partner is a Georgia resident (or qualified entity) with a physical in-state address and is reliably available. It costs nothing. The trade-offs are a public address and the burden of being present to receive documents — which is why many partnerships use a commercial service.

Why does this matter so much for an LP specifically?

Because the general partner is personally liable for the partnership's obligations. If a lawsuit is served on an agent who is not there and the LP misses it, a default judgment can result, and that exposure flows toward the general partner. Reliable receipt of legal documents is a direct protection for the party carrying the risk.

The economics of an LP live in the private agreement and on the federal tax return, not on any public filing.

How is a Georgia LP taxed?

As a pass-through by default. The LP files a federal partnership information return and issues Schedule K-1s; profits and losses flow to the partners, who report them on their own returns. Georgia has its own income tax and partnership filing obligations through the Department of Revenue for a partnership doing business in the state. Talk to a CPA about the specifics of your allocations.

Do I need a limited partnership agreement?

Georgia does not require you to file one, but you should have a written agreement. It defines capital contributions, the profit-and-loss split, the distribution waterfall, the general partner's authority, and the limited partners' rights. Without it, Georgia's statutory defaults govern everything, and those generic rules rarely match the actual deal.

Do I need an EIN?

Yes. Because an LP has more than one owner, it files a partnership return and needs an Employer Identification Number regardless of whether it has employees. The IRS issues the EIN for free through its online application at IRS.gov.

Keeping the LP alive is mostly one annual filing plus attentiveness to change.

What is Georgia's annual filing for an LP?

Georgia calls it an annual registration, not an annual report — the terminology is unusual but the function is standard. You file it through eCorp each spring to keep your registered agent and addresses current, and eCorp offers a "One-Click" renewal when nothing has changed.

What happens if I miss the annual registration?

Late consequences accrue, and if the LP stays delinquent the Corporations Division can administratively dissolve it. A dissolved LP must be reinstated before it can legally operate again — more expensive and disruptive than filing on time. Keeping the annual registration current is the single most important recurring habit.

Can I dissolve the LP when I am done?

Yes. When the partnership has run its course, you wind up its affairs — settling debts and distributing remaining assets to the partners — and file to cancel the Certificate of Limited Partnership with the Corporations Division. Doing it properly stops the annual registration obligation and closes the entity cleanly. Our dissolution page covers the sequence.