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A limited partnership is a partnership that involves partners that do not have the obligations or duties of general partners by reason of being limited partners. In a limited partnership, there will be one or more general partners and one or more limited partners. Partners may be individuals, partnerships, corporations, and any other type of legal entity.2 <sup>1</sup> To form a limited partnership, the partners must enter into a partnership agreement and file a certificate of formation with the Texas Secretary of State.
Limited partnerships are subject to state franchise tax. The filing fee for a certificate of formation for an LP is $750.
<sub>1 A limited partnership is governed by title 4, chapters 151 and 153 of the Texas Business Organizations Code. Title 1, chapter 3, subchapter A of the Texas Business Organizations Code governs the formation of an LP and sets forth the provisions required or permitted to be contained in the certificate of formation.</sub>
