Form a Partnership in Delaware
Everything you need to know about forming a Partnership in Delaware. 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). GPs require no state filing, while LPs must file a Certificate of Limited Partnership and LLPs must register with the Delaware Division of Corporations.
1-2 hours
Select and Reserve a Business Name
Choose a unique business name that complies with Delaware naming requirements; LPs must include 'Limited Partnership' or 'L.P.' in the name. You can search name availability on the Delaware Division of Corporations website and optionally reserve it for 120 days for a $75 fee.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Delaware to receive legal and official documents on behalf of the partnership. The registered agent can be an individual Delaware resident or a qualified commercial registered agent service.
30 minutes
File the Certificate of Limited Partnership (LP Only)
For Limited Partnerships, prepare and file the Certificate of Limited Partnership with the Delaware Division of Corporations, including the partnership name, registered agent information, and general partner details. The filing fee is $200 and can be submitted online, by mail, or in person.
1-2 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •Draft a Partnership Agreement — Although not legally required in Delaware, a written partnership agreement is strongly recommended to outline each partner's rights, responsibilities, profit-sharing ratios, decision-making authority, and procedures for adding or removing partners. This document governs the internal operations of the partnership.
- •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 filings and opening a dedicated business bank account. Keeping business finances separate from personal finances is essential for record-keeping and liability purposes.
- •Register for State and Local Taxes and Licenses — Register with the Delaware Division of Revenue for any applicable state taxes, and obtain any required local business licenses or permits depending on your industry and location. Delaware LPs must also pay an annual franchise tax of $300 to maintain good standing.
Advantages
- ✓Simple and inexpensive formation, especially for General Partnerships which require no state filing or fees
- ✓Pass-through taxation means profits and losses flow directly to partners' personal tax returns, avoiding double taxation
- ✓Delaware has a well-established, business-friendly legal framework and the Court of Chancery offers predictable, expert adjudication of business disputes
- ✓Flexible management and profit-sharing structures can be fully customized through the partnership agreement without rigid statutory requirements
Considerations
- •General partners face unlimited personal liability for the debts and obligations of the partnership, putting personal assets at risk
- •Partnerships can be unstable as the departure, death, or bankruptcy of a general partner may dissolve the partnership unless the agreement provides otherwise
- •Limited partnerships with out-of-state operations must also foreign qualify in each state where they do business, adding administrative and cost burdens
Annual Obligations
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