FAQ · Straight answers to the questions Washington LP owners ask most.
Washington Limited Partnership FAQ
Straight answers to the questions people actually ask about forming and running a limited partnership in Washington — the structure itself, the filing, taxes, partners' roles and liability, and what it takes to stay in good standing. If your question isn't here, the topic pages go deeper.
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State facts
Washington LP
The Basics of a Washington LP
What exactly is a limited partnership?
A limited partnership is a business owned by two classes of partners. At least one general partner manages the business and is personally liable for its debts. One or more limited partners invest capital, share in profits, and stay out of management — and in return, their liability is capped at what they contributed. That division between active-and-liable and passive-and-protected is the defining feature of the form.
What law governs Washington LPs?
The Washington Uniform Limited Partnership Act, found at Chapter 25.10 of the Revised Code of Washington. It sets the default rules for how the partnership operates, how limited partners keep their liability shield, and how the LP is formed and dissolved. The Corporations and Charities Division of the Secretary of State administers the filings.
How is an LP different from an LLC or general partnership?
In a general partnership, every partner manages and every partner is personally liable — there is no protection and no passive class. In an LLC, all members get liability protection and can share management. An LP sits between them: it always has a personally liable general partner who manages, plus protected limited partners who do not. Pick an LP when there is a genuine split between the people running the business and the people funding it.
Who should form an LP?
LPs suit ventures where investors want to contribute money without taking on management or unlimited liability — real estate syndications, investment funds, film financing, and family holding structures are classic examples. If everyone intends to manage and share liability, a general partnership or LLC is a better fit.
Forming and Naming Your LP
What document creates a Washington LP?
The Certificate of Limited Partnership, filed with the Secretary of State through the Corporations and Charities Filing System (CCFS) at ccfs.sos.wa.gov. It is not called Articles of Organization or Articles of Incorporation — those belong to LLCs and corporations respectively.
What has to be on the certificate?
The partnership's name, its registered agent and physical Washington address, its principal office, and the name and address of each general partner. Limited partners are not disclosed on the public filing. A general partner signs the certificate.
What are the naming rules?
The name must include "limited partnership," "L.P.," or "LP," and it must be distinguishable from other entities already registered in Washington. You can check availability for free in CCFS before filing, and you can reserve an available name for a period if you are not ready to file.
How long does formation take?
Online filings through CCFS generally process within a few business days. Washington offers expedited handling for an extra state fee if you are on a deadline. Once processed, the LP exists and receives a UBI number.
Taxes and Money
Does Washington tax my LP's income?
Washington has no state income tax, so there is no state income tax on the LP or on the partners' distributive shares at the state level. Federally, the LP is a pass-through: it files an informational Form 1065, and profits and losses flow to the partners' individual returns via Schedule K-1.
What is the B&O tax?
Washington's Business & Occupation tax is a tax on gross business receipts — not net profit — administered by the Department of Revenue. Most LPs doing business in Washington owe B&O tax on their in-state gross revenue, which is separate from and in addition to any federal obligations. You register for it through the Department of Revenue's Business Licensing Service.
Do general and limited partners pay tax differently?
They can. General partners are active in the business, so they typically owe self-employment tax on their distributive share. Limited partners are passive, so their share is often not subject to self-employment tax — though how involved a limited partner actually is can affect that. This is a question for your CPA.
Does the LP need its own EIN?
Yes, in practice. A partnership has multiple owners and must file a federal partnership return, and you need an EIN to open a business bank account. The IRS issues it free and immediately online.
Partners, Liability, and the Agreement
How is a general partner's liability different from a limited partner's?
A general partner is personally liable for the partnership's debts and obligations — creditors and judgments can reach personal assets. A limited partner's exposure is limited to their capital contribution, provided they stay passive. This is the core bargain of the LP.
Can a limited partner lose their liability protection?
Yes. If a limited partner starts participating in management and control of the business, they risk being treated like a general partner and losing the liability cap. What counts as "control" has statutory safe harbors — voting on major decisions, for instance, is usually fine — but active day-to-day management is not. A well-drafted partnership agreement helps keep those lines clear.
Do I need a limited partnership agreement?
You should never operate without one, even though Washington does not require you to file it. Without a written agreement, RCW 25.10's default rules govern contributions, allocations, distributions, and partner rights — and those defaults rarely match what the partners actually intended. The agreement is private and never filed with the state.
Can partnership interests be transferred?
Yes, subject to the partnership agreement. A limited partner's interest can often be assigned without dissolving the LP, though the agreement typically controls approval rights and whether an assignee becomes a full partner. Transfers of a general-partner interest are usually more restricted because the general partner's role is central.
Staying Compliant and Winding Down
What annual filing does a Washington LP have?
An annual report with the Secretary of State, due each year around your formation anniversary. It keeps your registered agent and partner information current. Missing it can push the LP toward delinquency and eventual administrative dissolution, so it is worth calendaring.
What if my registered agent changes?
File a change with the Secretary of State through CCFS naming the new agent, who must consent. The requirement to maintain a valid agent is continuous — you cannot let a gap open up, because failed service of process can lead to a default judgment against the partnership.
How do I dissolve a Washington LP?
Generally you follow the dissolution provisions in your partnership agreement (or the statutory defaults), wind up the business, settle debts, distribute remaining assets to the partners, and file the appropriate dissolution or cancellation with the Secretary of State. Closing out tax accounts with the Department of Revenue and the IRS is part of a clean wind-down.
What does Mainstay Filing do?
We prepare and file your Certificate of Limited Partnership through CCFS, include registered agent service, and track your annual report deadline so the LP stays in good standing. We are a filing service — not a law firm or accounting firm — so we handle the state-facing mechanics while your attorney and CPA handle legal and tax strategy.
Frequently asked questions
Is a limited partnership the same as an LLP?
No. A limited partnership (LP) has general partners who manage and are personally liable, plus passive limited partners with capped liability. A limited liability partnership (LLP) is a different structure, typically used by professional firms, where partners get liability protection from each other's malpractice. They are separate entity types with different rules and filings.
How many partners does a Washington LP need?
At least two, because an LP requires at least one general partner and at least one limited partner. There is no upper limit — an LP can have many limited partners, which is part of why the form is popular for pooling investment capital.
Can one person be both a general and a limited partner?
In some arrangements a person can hold both a general-partner and a limited-partner interest, but you still need the two roles to be genuinely filled for the LP to make sense. If a single person is the only owner, an LP is usually not the right structure — a single-member LLC generally fits better.
Does Washington require an LP to have an office in the state?
Not necessarily, but it must maintain a registered agent with a physical Washington street address. The partners themselves can live and work elsewhere. If the LP actually conducts business in Washington, it also handles business licensing and B&O tax through the Department of Revenue.
Can I convert my LP to an LLC later?
Washington law provides mechanisms for entities to convert between forms, so it is often possible to convert an LP into an LLC or another entity type through the appropriate state filing. Whether it makes sense — and the tax consequences of doing so — is a question for your attorney and CPA before you file anything.
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