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 Partnership Type
Decide whether to form 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 partnership name that complies with Delaware naming rules; LPs must include 'Limited Partnership' or 'L.P.' and LLPs must include 'L.L.P.' or 'LLP' in the name. Search the Delaware Division of Corporations name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical Delaware street address to receive legal documents and official state correspondence on behalf of the partnership. The registered agent must be available during normal business hours and can be an individual or a registered agent service.
30 minutes
Draft a Partnership Agreement
Create a written partnership agreement outlining each partner's roles, capital contributions, profit and loss sharing, decision-making authority, and dissolution procedures. While not legally required by Delaware law, a partnership agreement is strongly recommended to prevent disputes and clarify operations.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File the Certificate of Limited Partnership (LP/LLP Only) — Submit the Certificate of Limited Partnership to the Delaware Division of Corporations online, by mail, or in person along with the $200 filing fee; General Partnerships do not need to file with the state. Ensure the certificate includes the partnership name, registered agent information, and general partner details.
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) through the IRS website at no cost, which is required for tax filing, opening a business bank account, and hiring employees. The EIN application is completed online and the number is issued immediately upon approval.
- •Register for Delaware State Taxes and Obtain Licenses — Register with the Delaware Division of Revenue for applicable state taxes including withholding tax if you have employees, and obtain any required local or industry-specific business licenses. Delaware LPs and LLPs must also pay the annual $300 LP tax each year.
Advantages
- ✓Delaware has a well-established and business-friendly legal framework with a specialized Court of Chancery that efficiently handles business disputes.
- ✓General Partnerships require no state filing fee and minimal administrative formalities, making them one of the easiest and cheapest business structures to form.
- ✓Pass-through taxation means partnership income is only taxed at the partner level, avoiding the double taxation applicable to C-Corporations.
- ✓Delaware LP and LLP statutes offer strong flexibility in structuring partner rights, profit sharing, and governance through the partnership agreement.
Considerations
- •General Partners face unlimited personal liability for partnership debts and obligations, putting personal assets at risk in the event of lawsuits or creditor claims.
- •Partnerships may face challenges raising capital compared to corporations, as investors often prefer the liability protections and stock structures available in corporate entities.
- •Delaware-based partnerships with no in-state operations may still owe the annual $300 LP tax and must maintain a Delaware registered agent, adding ongoing costs for out-of-state businesses.
Annual Obligations
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