Vermont Secretary of State
CERTIFICATE OF LIMITED PARTNERSHIP
of a Vermont Domestic Limited Partnership (LP)
11 V.S.A. § 3411 DIVISION OF CORPORATIONS FORM LP-1(D)
(REV. 01/01/15) Instruction Page LIMITED PARTNERSHIP REGISTRATION (DOMESTIC)
SUBMISSION INSTRUCTIONS
a. THIS FORM must be filed in duplicate (1 original + 1 copy –or-- 2 originals) with a Certificate of Good Standing (or equivalent instrument),
a check or money order, payable to “VT SOS,” in the amount of $125.00, and a self-addressed stamped envelope.
b. THIS FORM can ONLY be accepted by Mail or In-person at:
Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104
c. Please allow 7-10 business days, or more, from the day that THIS FORM received in our office, for processing and (if approved) for this
business appear on the website at www.vtsosonline.com, and for evidence of filing to be returned.
***THIS FILING IS NOW AVAILABLE ONLINE***
THIS FORM CANNOT be accepted by Phone, Fax, or E-mail; however, this filing is now available online:
- If you wish to submit this filing electronically, DO NOT fill out THIS FORM, please file online at:
https://www.vtsosonline.com/online/Account
Payment for THIS FORM also CANNOT be accepted by credit card or e-check (ACH); however, payment
by credit card or e-check (ACH) is available by filing online:
- If you wish to submit payment by credit card or e-check (ACH), DO NOT fill out THIS FORM, please file online at:
https://www.vtsosonline.com/online/Account
Online filing normally takes 1 business day or less.
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FORM INSTRUCTIONS
Line 1. Required - Business Name:
a. LP names must contain the words "Limited Partnership," or the letters "L.P." (11 V.S.A. § 3484(1))
b. LP names will not contain the name of a limited partner unless it is also the name of a general partner or the corporate name
of a corporate general partner, or the business of the limited partnership had been carried on under the name before the admission
of that limited partner. (11 V.S.A. § 3484(2))
c. LP names will not be the same as, or deceptively similar to, the name of any corporation, limited liability company, limited
liability partnership or limited partnership organized under the laws of the state or licensed or registered as a foreign corporation,
limited liability company, limited liability partnership or limited partnership in this state. (11 V.S.A. § 3484(3)) Please see
http://www.sec.state.vt.us/seek/keysrch.htm to check availability of business name(s).
d. LP names will not contain the following words: "corporation," "incorporated," "limited” by itself, "limited liability company,"
"limited company," or the abbreviations "corp.," or "inc.," (11 V.S.A. § 3484(4))
Line 2a. Required - NAICS CODE (Preferred) or brief statement of primary service(s) to be provided by this corporation.
Line 2b. Required - Termination date - the latest date upon which the limited partnership is to dissolve.
Line 2c. Optional - Business Email Address
Line 2d. Required - The address(es) of the principal place of business, or the primary location where the records regarding business done
under this business name are kept.
Line 3. Required - The name and address of the agent for service of process on the foreign limited partnership whom the foreign limited
partnership elects to appoint; the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation
having a place of business in, and authorized to do business in, this state.
Line 4a. Required - The name and business address of all current general partners, both new and remaining – if more than two (2), a
continuation sheet listing all additional general partners and their business addresses must be attached.
Line 4b. Required - The name and business address of all current limited partners – both new and remaining - if more than two (2), a
continuation sheet listing all additional limited partners complete with their business addresses and Total Value of Capital
Contributions, must be attached.
Line 5. Optional - The effective date of this amendment will be the date of receipt by this office, unless otherwise indicated on this line.
a. Certificate may be post-dated up to 90 days following the date of receipt by this office.
b. If a date is requested that is prior to the date of receipt, the effective date will be the date of receipt.
c. If a date is requested that is more than 90 days following the date of receipt, this amendment will be rejected.
Certification. Required - Registration must be signed and sworn to by all general partners listed on LINE 4a. this certificate.
For Questions, please contact the Corporations Division at:
corps@sec.state.vt.us
or by phone at (802) 828-2386