Domestic Limited Partnership and Domestic Limited Liability Limited Partnership

• Forms
• Fees

To register a Domestic Limited Partnership or a Domestic Limited Liability Limited Partnership in Hawaii, the Certificate of Limited Partnership (Form LP-1) is filed with the appropriate filing fee.  Click above "Forms" link to get a complete listing of partnership forms.

Definition of Limited Partnerships

A limited partnership is a partnership formed by two or more persons under Chapter 425E, Hawaii Revised Statutes, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.

Limited Liability Limited Partnership means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability partnership.  An obligation of a limited partnership incurred while the limited partnership is a limited liability partnership, whether arising in contract, tort , or otherwise, is solely the obligation of the limited partnership.  A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner.  This applies despite anything inconsistent in the partnership agreement that existed immediately before the general partners of a limited partnership consented to become a limited liability limited partnership.

Limited Partnership Agreement

Persons desiring to form a limited partnership are advised to first enter into a Limited Partnership Agreement, which is not required to be filed with this department. The information required by the Certificate of Limited Partnership should be obtained from the Limited Partnership Agreement.

NOTE: An interest in a limited partnership is a security within the meaning of the Uniform Securities Act (Modified) Chapter 485, Hawaii Revised Statutes. The total number of limited partners, at the time the Certificate of Limited Partnership is filed, cannot exceed 25, unless the interests are offered in an exempt transaction set forth in Chapter 485, or unless the limited partnership interests have been registered with the Department of Commerce and Consumer Affairs pursuant to the provisions of Chapter 485. When a contribution is in joint names (husband and  wife, father and son), etc. it is considered as one partner.

If the contribution is in two or more names, it is advisable to indicate in the limited partnership agreement whether the contribution of the partners is by tenants in common, tenants by the entirety (husband and wife only), or joint tenancy.

The limited partnership agreement states whether the contribution is in cash, property or services rendered.

Filing. Make checks payable to the DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS, for the exact amount. Filing fees are NOT REFUNDABLE. There is a $25.00 fee charge on all dishonored checks.