Series 7: 7.1.1 Required Documents To Establish A DPP

7.1.1  Required Documents to Establish a DPP

A certificate of limited partnership must be filed with the appropriate office in the state where the DPP is headquartered. The certificate, a public document, is a legal agreement between the partners that describes how the DPP is organized and how it will be managed.  The certificate of limited partnership includes:

• • What the DPP is set up to do
• • How long the partnership will last
• • How much funding each limited partner must contribute
• • How limited partners will share in earnings and/or be compensated
• • How limited partnership interests may be assigned or transferred
• • Whether the business will continue to operate upon the death of one of the general partners (assuming there is more than one)
• • How the partnership may be dissolved and new partners admitted
• • When return of capital will occur (if known)

The certificate of partnership is used to define the DPP as a partnership rather than a corporation for tax purposes. It can be amended to reflect changes to the DPP, such as admitting a new limi