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 December 12th, 2024

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

  • Fiduciary Duty: Partners must safeguard the partnership’s property, “partnership opportunity,” and its profit. [1]
  • Duty Of Loyalty: Partners refrain from 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/or “negligent or reckless conduct.” [3]

Liability

  • General Partnership: Partners are liable “jointly and severally” for obligations placed on the partnership, including legal actions. [4]
  • Limited Partnerships: Limited Partners are not “personally liable, directly, or indirectly” for the partnership’s formal obligations and thus may not face indemnification unless it is specifically according to the partnership agreement or they have performed in a tortious or unlawful manner. [5]
  • Limited Liability Partnership: Generally, the obligations, debts, penalties, indemnifications, and other financial responsibilities are “solely the obligations” of the limited liability partnership, regardless of whether it is formed from a limited or general partnership. [6]

State Definitions (3)

General Partnership: In Arizona, a general partnership is a for-profit business that is “distinct” from the partners forming it.[7]
Limited Partnership: At least one general partner and one limited partner is required to form a limited partnership. [8]
Limited Liability Partnership: A limited partnership that has successfully voted on establishing itself as an LLC, successfully completed 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