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Most states require a partner of a partnership formed in that state to file as either a resident or a non-resident of that state. If the partnership does no business in that state, then the partnership must register as a foreign partnership with the state it does business in.

I really don't see what you are trying to accomplish. In any case, you will have to furnish K-1s to the partners for reporting on their federal and (if applicable) state income tax returns. What difference does the state of the partnership make to either you or them? Someone will be filing a non-resident return in any case, you, them and/or the partnership. It seems most logical to form the partnership where you are conducting business.
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