Limited PartnershipUnited States · Delaware
What it takes to form, own and run a limited partnership in United States · Delaware, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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A limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business.
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estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality)
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(3) The name and the business, residence or mailing address of each general partner; and (4) Any other matters the partners determine to include therein.
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A partnership must file an annual information return to report the income, deductions, gains, losses, etc., from its operations, but it does not pay income tax.
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not stated
The registry’s and the law’s own pages do not mention it.
- Paying up the capital
- Not in our records
Own it
Who may own and run it
- Directors
- Does not apply
- Shareholders
- A company may be one
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estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality)
- Members
- At least 2
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In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute a certificate of limited partnership.
- A local company secretary
- Not required
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(3) The name and the business, residence or mailing address of each general partner; and (4) Any other matters the partners determine to include therein.
- A local registered agent
- Required
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The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title
Each year, at the registry
- Annual registry fee
- USD 300 (about €262)
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Although Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an annual report, they are required to pay an annual tax of $300.00.
- Accounts on the public record
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit for a small company
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit
- Not in our records
Important dates
When each obligation falls due, as the authority states it.
- Pay the annual tax of $300 on the limited partnership
- 1 June
With Delaware Division of Corporations (Franchise Tax)
No annual report is filed; the tax is due no later than June 1st each year.
What is public
Not in our records What the register shows the public is not in our records for the Limited Partnership.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Through owners+1 regime
A partnership does not pay federal income tax; it passes profits or losses through to its partners. The Delaware level was not read for this type.
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A partnership must file an annual information return to report the income, deductions, gains, losses, etc., from its operations, but it does not pay income tax.
Special regimes that may apply
- Qualified opportunity zones free zone
Taxpayers with eligible gains who invest them in a Qualified Opportunity Fund holding property in a designated zone 26 U.S.C. § 1400Z-1 (designation) and § 1400Z-2 (deferral and exclusion), enacted by the Tax Cuts and Jobs Act of 2017, Public Law 115-97
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in United States
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Dissolution under 6 Del. C. 17-801 and winding up, ending with cancellation of the certificate of limited partnership.
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A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following
- Statutory fee
- Not in our records
Every business in United States · Delaware
Sales and consumption tax
- The tax
- Sales tax (state and local)
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you can elect to deduct state and local general sales taxes
- Standard rate
- Set by the states or provinces
There is no national VAT or sales tax; rates are set by each state and locality.
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you can elect to deduct state and local general sales taxes
- Registration threshold
- Not in our records
- A foreign company
- See the note
Sales tax is administered by state and local authorities, not the federal government, so there is no national registration rule to record.
- Tax authority
- Internal Revenue Service (IRS) at federal level; sales tax is administered by state and local authorities
Portals and registers
- Business registerNone — state-level business registries; no single national registry
- Tax authorityInternal Revenue Service (IRS)
- Tax treatiesUS Department of the Treasury - Tax Treaties
Payment and banking services
6 services name United States on their own list: Paysera, Airwallex, Stripe, Revolut, Brex, Mercury. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Limited partnershipDerived our grouping, the same words in every country
- Name in law
- Limited Partnership
- ISO 20275 code
- T91TSecondary GLEIF, Entity Legal Forms code list