Ohio Limited Partnership FAQ

What is a limited partnership?

A limited partnership is a business owned by two classes of partner. General partners manage the business and are personally liable for its debts. Limited partners contribute capital, share in profits and losses, and — as long as they stay passive — are shielded from liability beyond what they invested. Ohio governs LPs under Chapter 1782 of the Ohio Revised Code.

How is an LP different from an LLC?

In an LLC, every member can enjoy liability protection whether or not they manage, and management can be shared freely. An LP is built around a split: at least one general partner who manages and accepts personal liability, and limited partners who invest but stay out of operations to keep their protection. If you want everyone shielded and everyone able to manage, an LLC is usually the better fit. If you want passive investors behind an active operator, the LP is purpose-built for it.

How is an LP different from a general partnership?

In a general partnership, every partner is personally exposed to the business's liabilities. An LP carves out a protected class — the limited partners — while still requiring at least one general partner who carries full exposure. The LP is essentially a general partnership with a passive-investor tier added on top.

Do I need at least two people to form an LP?

Yes, in substance. A limited partnership needs at least one general partner and at least one limited partner — the two classes are what make it a limited partnership. The general partner can be an entity (like an LLC) rather than an individual, but you cannot have a one-person LP the way you can have a single-member LLC.

What document creates an Ohio LP?

The Certificate of Limited Partnership, filed with the Ohio Secretary of State, Business Services Division. It records the partnership name, the statutory agent, and the general partner(s). It does not list limited partners or disclose the economics of the deal.

Where do I file?

Through Ohio Business Central, the Secretary of State's online portal, or by mail. Online filing is faster and is what most people use.

How long does formation take?

Online filings are typically processed quickly — often within about a business day of submission — though it depends on the Secretary of State's current workload. The LP is active once the Certificate is processed and it appears in the business search.

Can I form an Ohio LP if I live in another state?

Yes. Ohio has no residency requirement for general or limited partners. The only in-state requirement is the statutory agent, who must have a physical Ohio street address. A commercial statutory agent service covers that for out-of-state owners.

What are the naming rules?

The name must include "limited partnership," "L.P.," or "LP" and must be distinguishable from every other name on file with the Secretary of State. Restricted words (like banking or insurance terms) need the appropriate regulatory clearance.

What is a statutory agent?

Ohio's term for what other states call a registered agent. It is the in-state contact — with a physical Ohio street address, available during business hours — that receives service of process and official state notices on the LP's behalf. Every Ohio LP must have one at all times.

Can a partner be the statutory agent?

A general partner with an Ohio address can serve. A limited partner technically can too, since it is a ministerial receive-and-forward role rather than management, but many partnerships route it to a general partner or a commercial service to keep the passive/active line between partner classes clean.

Why use a commercial statutory agent?

To keep a partner's home address off the public record, to guarantee someone is always available to accept legal documents during business hours, and — for an LP — to keep the agent role cleanly separate from management. It is often the tidiest option.

How do I change the statutory agent?

File the statutory agent change with the Secretary of State, providing the LP's exact name and the new agent's name, Ohio address, and acceptance. Coordinate the timing so there is no gap in coverage.

Does an Ohio LP file an annual report?

No. Ohio does not require limited partnerships to file an annual report or pay a recurring maintenance fee to the Secretary of State. This is a real advantage of forming in Ohio — the yearly state filing most owners dread simply is not part of the picture.

How is an Ohio LP taxed?

Federally, an LP is a pass-through entity: it files a partnership return (Form 1065) and issues K-1s to the partners, who report their shares on their own returns. The LP itself generally does not pay federal income tax at the entity level. Ohio's Commercial Activity Tax, administered by the Department of Taxation, may apply above a gross-receipts threshold. Talk to a CPA about your specific situation.

Do I need an EIN?

Yes. Because an LP has more than one owner and files a partnership return, it needs its own EIN. You will also need it to open a bank account. It is free from the IRS and issued immediately when you apply online.

What happens if the general partner leaves?

An Ohio LP must always have at least one general partner. If the last one withdraws or can no longer serve, the partnership generally has to admit a replacement or begin winding down. A good partnership agreement plans for succession so this does not become a crisis.

Can the general partner be an LLC?

Yes, and it is common. Because the general partner carries personal liability, sponsors often form a separate entity — frequently an Ohio LLC — to serve as the general partner, so no individual is personally exposed. The partnership agreement should reflect that structure.

Do I have to file the partnership agreement with the state?

No. The limited partnership agreement is private and is never filed. Only the Certificate of Limited Partnership — which does not include the economics — is public.

How do I dissolve an Ohio LP?

File the appropriate dissolution or cancellation of the Certificate with the Secretary of State after the partners have wound up the business — settling debts, distributing remaining assets, and closing tax accounts. The partnership agreement should govern the internal steps.

Can a limited partner lose their liability protection?

Yes, if they cross the line into managing the business. Ohio's statute protects limited partners who stay passive; a limited partner who starts directing operations can be treated more like a general partner and lose the shield. The statute allows certain safe-harbor activities (like voting on major matters) that do not count as management.

Do I need a lawyer to form an Ohio LP?

Not to file — the Certificate is a straightforward filing, and a service like Mainstay Filing can handle it. But an LP's real substance is the partnership agreement, which governs the money and control between active and passive partners. That is worth having an attorney draft, especially where outside investors are involved.