Arizona Partnership Agreement

The Arizona partnership agreement establishes the type of partnership that is formed and its participating members. In addition to these definitions, each partner’s liability and benefits are agreed to through this contract.

Last updated February 14th, 2025

The Arizona partnership agreement establishes the type of partnership that is formed and its participating members. In addition to these definitions, each partner’s liability and benefits are agreed to through this contract.

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Arizona Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) No filing is required, but partners should verify their intended entity’s name as compliant with Arizona law using the state’s Online Trade Name/Trade Mark Program. 
Limited Partnership (LP) Certificate of Limited Partnership A.R.S. § 29-308(A), ($3.00 per page)
Foreign Limited Partnership RegistrationA.R.S. § 29-349 ( $10 + $10 Authority to Transact Business + $3.00 per page)
Limited Liability Partnership (LLP) LP on file: Statement of Qualification to be a Limited Liability Partnership, A.R.S. § 29-1101, ($10 + $3 per page; + $3 Statement of Qualification)
LP Not on file: Combined Certificate of Limited Partnership & Statement of Qualification to be a Limited Liability Partnership, A.R.S. § 29-308(C). ($10.00 + $3.00 Statement Of Qualification + $3.00 per page)
FLP Not On File: Statement of Foreign Qualification of a Foreign Limited Liability Partnership A.R.S. § 29-1106 ($3 + $10 Authority to Transact Business + $3 per page)
Limited Liability Limited Partnership (LLLP) LP on File:  Statement of Qualification to be a Limited Liability Limited Partnership, A.R.S. § 29-1101, ($3.00 per page)
LP Not on File:  Combined Certificate of Limited Partnership & Statement of Qualification to be a Limited Liability Partnership, A.R.S. § 29-308(C), ($10; + $3 per page; + $3 Statement of Qualification)
FLP Not on File: Statement of Foreign Qualification of a Foreign Limited Liability Limited Partnership A.R.S. § 29-1106 ($3 + $10 Authority to Transact Business + $3 per page)

Fiduciary Duty

Partners must safeguard the partnership’s property, “partnership opportunity,” and its profit. [1]

Duty Of Loyalty:

  • Partners must account for the profits or properties they derive from paying a partner and must refrain both from acting with interests “adverse” to the partnership as well as from directly competing with the partnership.[2]

Duty of Care:

  • State law explicitly forbids partners from purposely violating the law and engaging in “negligent or reckless conduct.” [3]

Liability

Partners in a general partnership are liable “jointly and severally” for obligations placed on the partnership, including legal actions. [4]

Limited partners are not “personally liable, directly or indirectly,” for the partnership’s formal obligations; however, this may not be the case when violating the partnership agreement or acting in a tortious or unlawful manner. [5]

Limited Liability Partnerships generally carry their debts, penalties, indemnifications, and other financial responsibilities since these are “solely the obligations” of the limited liability partnership. [6]

State Definitions (3)

General Partnership means a for-profit business that is “distinct” from the partners forming it.[7]

Limited Partnership means an unincorporated (for-profit) business entity consisting of at least one general partner and one limited partner. [8]

Limited Liability Partnership means a partnership has successfully established its limited liability status by completing the registration requirements for its statement of qualification and is in accordance with 29-1101 [9]

Sources

  1. AZ 29-1034(B)
  2. AZ 29-1034(B)
  3. AZ 29-1034
  4. A.R.S. § 29-1026(A)
  5. A.R.S. § 29-1026(C)
  6. A.R.S. § 29-1026
  7. A.R.S. § 29-1011
  8. A.R.S. § 29-301
  9. A.R.S. § 29-1011