General partnership
Two or more people carrying on a business for profit. In most states it forms without any filing, and the partners have no liability shield.
- Entiva fee to form
- $79
- Government fees to form
- $310
- Run plan
- $29 a month
- Steps to form
- 7
- Ongoing filings
- 9
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the DE 6 Del. C. ch. 15; WY W.S. 17-21.
Who it suits
- Two or more people running a business together, with no filing needed in most states.
Key facts
- Owners
- Two or more persons
- To form
- No filing in most states
- Liability
- No liability shield
- Available in
- All 50 states and DC
- Delaware option
- Statement of partnership existence, $200
- Wyoming option
- Statement of partnership authority, $10
- Delaware tax
- $400 a year if formed or registered in Delaware
- Statute
- DE 6 Del. C. ch. 15; WY W.S. 17-21
What the law requires.
5 rules, each in plain words.
No liability shield for the partners
Delaware: the $400 annual tax if formed or registered there
It is due June 1 and applies from tax year 2026.
Delaware: pay the tax to keep the statement of partnership existence
The statement is cancelled after 3 years of non-payment.
A trade name registration, required in many states
A written partnership agreement
It is advisable, since a general partnership exists by agreement.
How Entiva forms it.
7 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
7 steps- 1Adopt a written partnership agreement
A written agreement is advisable. It is internal and is not filed with the state.
- 2Record the partnership in Delaware (optional)
A statement of partnership existence costs $200. The partnership exists by agreement without it.
- 3Give notice of authority in Wyoming (optional)
A statement of partnership authority costs $10 and says which partners may act and transfer property.
- 4Obtain the EIN (US tax number)
Online if the responsible party (named on the form) has a Social Security number (SSN) or Individual Taxpayer Identification Number (ITIN).
- 5Apply for an ITIN if needed
An ITIN is a US taxpayer identification number for a foreign individual. Only if a partner needs one; the partner signs Form W-7 on paper.
- 6Register the trade name (DBA, 'doing business as')
Required in many states.
- 7Authorise Entiva to deal with the IRS
Form 2848 lets Entiva represent the partnership with the IRS. Form 8821 only gives access to tax information.
Documents
7- Statement of partnership existence (Delaware)
- Partner consent
- Stamped statement from the state
- Statement of partnership authority (Wyoming)
- Partnership agreement
- Partners' consent adopting the agreement
- EIN confirmation from the IRS
Who takes part
4- Every partner verifies identity and address, as each shares unlimited liability
- The partner who signs the statement verifies identity and address
- Individuals with 25% or more, or with control, verify identity and address
- Every partner who signs the agreement verifies identity and address
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
9 filings- Pay the Delaware annual tax
June 1 each year, if formed or registered in Delaware; $400 from 2026
- File Form 1065 (the partnership tax return)
15th day of the 3rd month after year end (March 15 for a calendar year)
- Extend the filing deadline with Form 7004
By the original due date
- File the FBAR (report of foreign bank accounts)
April 15, with an automatic extension to October 15, if you hold foreign accounts
- File Forms 1099 for contractor payments
January 31 each year for Form 1099-NEC, to the IRS and to recipients
- File Forms 1042 and 1042-S for payments to foreign persons
March 15 each year, if you make such payments
- File the Nevada Commerce Tax return
45 days after June 30 (August 14 in 2026); tax only on Nevada revenue above $4,000,000
- File the Nevada exempt status form
Same date, if Nevada revenue is below $4,000,000
- Renew the trade name registration
Before the registration lapses; each state sets the term
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
9 changes- Register a trade name (DBA)
- Assign a trade name registration
- Cancel a trade name registration
- Correct an error in a filed document
- Adopt an amended partnership agreement
- Change the IRS responsible party
- Change the IRS address
- Authorise a new IRS representative
- End an IRS representative's authority
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Dissolution and winding up
The partners agree, or an event of dissolution occurs.
- 1
Wind up the partnership's affairs
- 2
Cancel the Delaware statement of partnership existence
- 3
Deactivate the EIN
Lapse by non-payment
The Delaware annual tax is unpaid for 3 years.
- 1
The state cancels the statement after 3 years of non-payment
What Entiva does for you.
From the first filing to the last.
General partnership
- Prepares the partnership agreement for the partners to sign.Formation
- Files the Delaware statement of partnership existence and opens the partner register.Formation
- Registers the trade name where the state requires it.Formation
- Obtains the EIN from the IRS once the responsible party has signed.Formation
- Prepares and e-files Form 1065 each year once the signer authorises it by PIN.Ongoing
- Pays the Delaware annual tax each year by June 1.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$79one-off
- Government fees
- $310
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- File Form 1065 (the partnership tax return)
- Extend the filing deadline with Form 7004
- File Forms 1099 for contractor payments
- File Forms 1042 and 1042-S for payments to foreign persons
- Renew the trade name registration
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for an ITIN if needed
- File the FBAR (report of foreign bank accounts)
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $79, one-off. Government fees are passed through at cost.
Delaware statement of partnership existence $200.
$10; any other UPA filing $10.
Wyoming registration $100.
Excludes steps marked only if needed.
Every year
The Run plan costs $29 a month ($348 a year).
$400 from tax year 2026. The 2025 tax due June 1, 2026 was $300. Registered series $100 each.
Wyoming renewal $50.
Changes
Routine changes are included in the Run plan.
Wyoming registration $100.
Wyoming assignment $25.
Wyoming cancellation $10.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
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