Registering a Foreign Limited Partnership in Louisiana

The partnership chapter of the Revised Statutes starts with a definition. A foreign partnership is a partnership formed under the laws of any state, country, territory, possession, province or commonwealth other than Louisiana (R.S. 9:3421). A limited partnership organized in another state is one of those. Louisiana does not run a separate foreign limited partnership program. Instead, it keeps a Central Registry for Contracts of Partnership at the Secretary of State, and a foreign partnership files its statement there.

The filing is Form 344, a statement and affidavit of registration of a foreign partnership, brought under R.S. 9:3422. The Secretary of State registers the statement and issues a certificate of registry, which is conclusive evidence that the registration is in order. The Commercial Division in Baton Rouge takes the filing, and the SOS says online filing through geauxBIZ is available for original filings for all entity types.

Read the statute carefully, because it does not say what a corporation statute says. R.S. 9:3422 provides that for a foreign partnership to enjoy the rights, privileges and juridical status of a Louisiana partnership, it must file the statement. R.S. 9:3423 adds two specifics. Holding immovable property in Louisiana, or getting the limited liability of a limited partnership's partners recognized, both depend on registration.

Those are the triggers, and they are narrower than "doing business." Louisiana has no section carving out exclusions from transacting business for a partnership, and no section that bars an unregistered partnership from the courts. If your limited partnership plans to buy Louisiana land in the partnership's name, or its limited partners want their protection respected by Louisiana courts, registration is the route. If neither applies yet, the decision belongs with a Louisiana attorney, because the exposure falls on the partners.

The fee is $185, as printed on the form, on the forms page, and on the fee schedule that took effect October 1, 2026. Send a check or a money order, or use a card and add the $5 convenience fee. A 24-hour expedite costs $35 and while-you-wait service $60.

What you provide

• Whether this is an original filing or an amendment
• The partnership's current name and any previous name
• The jurisdiction under whose laws it was organized
• The address of its principal place of business outside Louisiana and the one in Louisiana
• The Louisiana name and municipal address of the partnership's process agent
• The names and addresses of the partners, at least one of them a general partner
• Whether it intends to own immovable property in Louisiana in the partnership's name
• Whether any partners are to have limited liability recognized in Louisiana
• The partnership's federal tax identification number

A general partner swears to the statement before a notary and states that he or she has authority to certify it. Filing the statement does not mean attaching the partnership agreement. By registering, though, the partnership agrees to hand over a true copy of its articles of partnership within thirty days if the Secretary of State asks in writing.

Unlike the corporation filing in Louisiana, a foreign partnership sends no existence or good standing paper from home. The statute asks for something else: an affidavit executed by a general partner, certifying that the information is correct and that the signer has authority to make that certification. Form 344 puts that affidavit on the same page as the statement and has space for the notary.

That means nothing to order from the home state, no 90-day clock to watch, and no other state's records for the Secretary of State to compare at filing. That makes accuracy important. The partner is swearing to the statement, and an inaccurate one has to be corrected promptly with an amended statement.

The statute calls for the designation of an agent for service of process within Louisiana, with a name and municipal address (R.S. 9:3422). It says nothing about who may serve. The printed form is stricter in its wording: the line asks for the agent's name and address and describes the agent as one who "must reside in Louisiana." If the agent you have in mind is a company, read that line against the statute and ask the Commercial Division at (225) 925-4704 how it treats a business agent before you file.

By registering, the partnership and the certifying general partner consent to be served through that agent. If the partnership stops maintaining one, R.S. 9:3424 treats the Secretary of State as the designated agent. The office then sends the original papers by registered or certified mail or commercial courier to the partnership, and keeps copies. When a partnership has no place of business in Louisiana, the agent's address stands in for its Louisiana principal place of business.

Once a year, no later than the registration anniversary, a partner signs a report in the partnership's name and files it. It states the principal place of business outside Louisiana, the agent's name and address (a post office box alone will not do), the partner authorized to make the report, and the tax identification number. The fee is $35. The statute excuses a partnership that has no written agreement.

Amendments and termination

Changes to the information go in an amended Form 344, which is $185, and until the amended statement is filed the changes do not take effect as to third persons. To end the registration, a partner certifies authority and files Form 394, the termination of registration, also $185. Louisiana taxes and licences are separate from the registry, and a partnership with Louisiana income or sales should ask an accountant about them.

The consequences are about status rather than fines. Without registration, a foreign partnership does not have the rights, privileges and juridical status of a Louisiana partnership. It cannot own immovable property in Louisiana in its own name, and its limited partners cannot count on Louisiana recognizing their limited liability. Louisiana's own Civil Code treats a partner in commendam as liable like a general partner until the contract of partnership is registered, and that rule is written for Louisiana contracts, so a lawyer should say how it plays out for a foreign one.

Once registered, the home state's law continues to control the partnership's internal affairs and the liability of its limited partners. Louisiana may not deny registration because that law differs from its own. No Louisiana statute was found that sets a per-day fine, back fee or court bar for a foreign partnership that never registers.

Mainstay's filing checkout does not take partnerships; it serves LLCs and for-profit corporations only. A general partner or the partnership's lawyer therefore submits Form 344 directly. Mainstay's role is the agent: $149 per year, with no bump at renewal. Whatever Louisiana address the agent uses is what goes on the statement, and the public registry will show it.

A suit or notice served on the agent is scanned and posted to you on the same business day, with no charge for that, and government letters are scanned free up to three per year. For a partnership that already lists another agent, Mainstay prepares the change and the state's fee is passed on without markup. Details are on the Louisiana registered agent page. Mainstay is not a law firm, so liability questions belong with counsel.