If a partnership intended to be a limited partnership does not file the correct certificate, what is the result?

When a partnership intended to be a limited partnership fails to file the required certificate, it typically defaults to being classified as a general partnership. This is because a limited partnership, by definition, has specific legal requirements that must be met, including the filing of a certificate of limited partnership with the appropriate state authority. If these requirements are not fulfilled, the entity does not meet the legal criteria to enjoy the benefits and protections afforded to limited partnerships, one of the key elements being the limited liability for certain partners.

Under partnership law, particularly in jurisdictions that adhere to the Revised Uniform Limited Partnership Act (RULPA) or similar statutes, the lack of the necessary filing means that the partnership does not formally exist as a limited partnership. Consequently, all partners are considered general partners, meaning they share in the responsibilities and liabilities of the partnership. This outcome emphasizes the importance of complying with statutory requirements to achieve the desired structure and safeguards of a limited partnership. As such, the entity effectively reverts to the default status of a general partnership.