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Choosing Your Business Entity
Delaware Limited Partnership
What Is It?
A Delaware limited partnership is a partnership formed under the Delaware Revised Uniform Limited Partnership Act having one or more general partners and one or more limited partners. A Delaware limited partnership may carry on any business that a partnership without limited partners may carry on, except for insurance and banking activities.
Management:
In general, a Delaware limited partnership is managed by its general partner(s) and limited partners are passive investors.
Formation Requirements:
A Delaware limited partnership can be formed by its partners entering into a limited partnership agreement and filing a separate certificate of limited partnership in the Office of the Delaware Secretary of State. A certificate of limited partnership must be signed by all the general partners and state their names and addresses. A partnership agreement is not required to be publicly filed or recorded, and the names of the limited partners are not required to be set forth in the certificate of limited partnership. A Delaware limited partnership must maintain a registered agent and a registered office in the Delaware. Delaware Corporate Services Inc. ("DCS") can act as your registered agent in Delaware and can also provide you with a registered office in Delaware.
Liability Issues:
In general, except as provided by applicable law, a general partner is personally liable for the debts of the limited partnership, but a limited partner is not personally liable for such debts.
Tax Considerations:
As with an LLC, a limited partnership can be structured to qualify for "pass through" tax treatment for state and federal income tax purposes and, therefore, avoid income tax at the entity level.
Annual Taxes:
All Delaware limited partnerships must pay an annual state franchise tax of $200 per year. Taxes are due to be received no later than June 1 of each year.
The Limited Partnership Order Form:
Upon receipt by us of the completed form, we will prepare and return to you a Certificate of Limited Partnership for execution by each General Partner of the Limited Partnership. Upon the return to us of the fully executed Certificate, we will form the Limited Partnership by filing such Certificate in the Office of the Secretary of State of the State of Delaware. Please call our offices at (302) 482-4262 or email us for assistance.
The information contained on this web site is for general information purposes only, is not intended as legal advice and may not apply to your particular situation. If you require legal advice regarding a Delaware entity we will be happy to refer you to an attorney familiar with Delaware law.
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