Form a Partnership in Connecticut
Everything you need to know about forming a Partnership in Connecticut. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). General Partnerships require no state filing, while LPs and LLPs must register with the Connecticut Secretary of the State.
1-2 hours
Select and Verify Your Partnership Name
Choose a unique business name and search the Connecticut Secretary of the State's business name database to confirm availability. LPs must include 'Limited Partnership' or 'L.P.' in the name; LLPs must include 'Limited Liability Partnership' or 'LLP'.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Connecticut who is authorized to receive legal and official documents on behalf of the partnership. The agent can be an individual resident or a registered commercial agent service.
30 minutes
Draft and Sign a Partnership Agreement
Create a written Partnership Agreement outlining each partner's contributions, profit and loss sharing, roles, decision-making authority, and dissolution procedures. While not legally required to be filed with the state, this document is essential to defining the partnership's operations.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — For Limited Partnerships, file a Certificate of Limited Partnership with the Connecticut Secretary of the State online or by mail, along with the $120 filing fee. General Partnerships may optionally file a Trade Name Certificate with the local town clerk if operating under a fictitious name.
- •Obtain an EIN and Open a Business Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax purposes and opening a business bank account. Keeping finances separate from personal accounts is critical for accurate record-keeping.
- •Register for Connecticut State Taxes and Licenses — Register with the Connecticut Department of Revenue Services for applicable state taxes, including sales tax or withholding tax if you have employees. Obtain any required local or professional business licenses or permits applicable to your industry.
Advantages
- ✓Simple and inexpensive to form, especially General Partnerships which require no state registration in Connecticut
- ✓Pass-through taxation avoids double taxation, with profits and losses reported directly on partners' personal tax returns
- ✓Flexible management structure with no requirement for a board of directors or formal officer roles
- ✓Minimal ongoing compliance requirements and lower administrative burden compared to corporations
Considerations
- •General partners face unlimited personal liability for business debts, obligations, and the actions of other partners
- •Difficulty raising capital compared to corporations, as partnerships cannot issue stock
- •Partnership dissolves upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Limited partners in an LP cannot participate in management without risking loss of their liability protection
Annual Obligations
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