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The Daily Insight

What is a Texas limited partnership?

Author

Andrew Ramirez

Published Apr 20, 2026

A limited partnership (hereinafter LP) is governed by title 4, chapters 151 and 153 of the Texas Business Organizations Code (BOC). A limited partnership is a partnership with limited partners that do not have the obligations or duties of general partners solely by reason of being limited partners.

Can you form an LLP in Texas?

They are often formed by licensed professionals (like attorneys, accountants, or physicians) because they generally protect each individual partner from liability for the professional malpractice of all other partners. However, any group of two or more people can form an LLP in Texas.

Can one person form a limited partnership?

Limited Partnership (LP) A California LP may provide limited liability for some partners. There must be at least one general partner that acts as the controlling partner and one limited partner whose liability is normally limited to the amount of control or participation of the limited partner.

A limited partnership is a partnership with limited partners that do not have the obligations or duties of general partners solely by reason of being limited partners. To form a limited partnership, the partners must enter into a partnership agreement and file a certificate of formation with the secretary of state.

Do limited partnerships have to be registered in Texas?

In Texas, a limited partnership must have at least one general partner and one limited partner. If your partnership operates under an assumed name (something other than the partners’ surnames), you must register the business’ name with the state. (In Texas, a limited partnership cannot be its own registered agent.)

Do partnerships file in Texas?

General partnerships can be created by oral or written agreement. General partnerships are created without filing any formation documents with the secretary of state. The only way to create a Texas limited partnership (LP) is to file a certificate of formation with the secretary of state. §§3.001(a); 1.002(22).

How is a limited partnership defined in Texas?

Texas law defines a limited partnership as a partnership having one or more general partners and one or more limited partners. See Texas Business Organizations Code Section 1.002 (50). General partners may participate in the control of the business but are not given any limited liability.

Can a general partner have limited liability in Texas?

See Texas Business Organizations Code Section 1.002 (50). General partners may participate in the control of the business but are not given any limited liability. On the other hand, a limited partner is afforded limited liability, but may not participate in the control of the business.

What are the different types of Texas entities?

What are the differences between a corporation, a limited liability company (LLC), a limited partnership (LP), a limited liability partnership (LLP), and a limited liability limited partnership (LLLP)? What are the benefits of forming each of these entity types? Am I required to form a professional entity? Who can form a professional association?

What do you need to form a limited partnership?

To form a limited partnership, the partners must enter into a partnership agreement and file a certificate of formation with the secretary of state. In a limited partnership, there will be one or more general partners and one or more limited partners.