Arizona Revised Statutes

Ariz. Rev. Stat. § 29-308 (2026)

Certificate of limited partnership

✓ current as of May 2026

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A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth all of the following:

1. The name of the limited partnership.

2. The address of the office and the name and address of the agent for service of process required to be maintained by section 29-304.

3. The name and the business address of each general partner.

4. The latest date, if any, on which the limited partnership must dissolve.

5. Any other matters the general partners determine to include therein.

B. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership continues perpetually unless it is otherwise provided in the partnership's certificate of limited partnership or partnership agreement or the limited partnership is dissolved pursuant to this chapter.

C. A limited partnership may file a combined certificate of limited partnership and a limited liability partnership statement of qualification if the combined filing indicates in its heading or introductory paragraph that it contains both a certificate of limited partnership and a limited liability partnership statement of qualification.

Notes of Decisions

Cited in 4 cases, 1980–2011 · leading case: City of Tucson v. Clear Channel Outdoor, Inc., 105 P.3d 1163 (Ariz. 2005).

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City of Tucson v. Clear Channel Outdoor, Inc., 105 P.3d 1163 (Ariz. 2005). · cites it 2× “This provision was carried forward into the 1939 Code, without substantive change, as § 29-308. In 1956, this statute was re-codified as A.”

Chamber of Com. of United States of Am. v. Whiting, 131 S. Ct. 1968 (2011). “See Ariz. Rev. Stat. Ann. § 29-308 (limited partnership formed upon the filing of a certificate of partnership providing names and addresses); § 29-345 (providing for dissolution of a limited partnership “[o]n application by or for a partner or assignee .”

Wood v. Holiday Mobile Home Resorts, Inc., 625 P.2d 337 (Ariz. Ct. App. 1980). · cites it 2× “Limited partners have no right to control the business of the partnership and have limited rights in the partnership assets. A.R.S. § 29-316. In short, the “oneness” associated with general partners certainly does not exist in a limited partnership.”

Sertich v. Moorman, 767 P.2d 34 (Ariz. Ct. App. 1988). · cites it 2× “A.R.S. § 29-308 [now A.R.S. § 29-317]. Limited partners have no liability to creditors of the partnership.”

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