LLLP
A limited partnership whose general partners also have liability protection. In Delaware it is formed by the limited partnership certificate plus an LLLP filing.
- Entiva fee to form
- $249
- Government fees to form
- $275
- Run plan
- $39 a month
- Steps to form
- 9
- Ongoing filings
- 11
- Ways to close
- 2
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Partnerships whose general partners want liability protection too.
Key facts
- Type
- A limited partnership that elects LLLP status
- General partners
- Also have liability protection
- Available in
- Delaware, and other states that recognise LLLPs (varies)
- Delaware law
- 6 Del. C. ch. 17 (LLLP provisions)
- Formation fees
- Delaware $200 plus $300 per partner
- Delaware tax
- $400 a year, due June 1
- LLLP report
- $300 per partner, due June 1
- Federal tax
- Taxed as a partnership; Form 1065 each year
What the law requires.
5 rules, each in plain words.
An LP certificate plus an LLLP filing
The LLLP filing costs $300 per partner.
An LP annual tax plus an LLLP annual report
The report costs $300 per partner.
A name that carries the LLLP designator
A registered agent named in the certificate
The certificate also names the general partners.
Form 1065, the partnership tax return, every year
It is due March 15 for a calendar year.
How Entiva forms it.
9 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
9 steps- 1Reserve the partnership name
The name must carry the LLLP designator.
- 2File the limited partnership certificate and LLLP election
Delaware charges $200 plus $300 per partner. The certificate names the general partners and the registered agent.
- 3Appoint a registered agent
The registered agent receives legal papers served on the partnership and is named in the certificate.
- 4Adopt the partnership agreement
It is an internal document and is not filed with the state.
- 5Set up the partner register
Entiva keeps the record of who holds what. It is never filed with a state.
- 6Obtain 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).
- 7Apply 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.
- 8Register for state and local taxes
Covers sales tax, payroll withholding, unemployment insurance and local licences, depending on what the partnership does in the state.
- 9Authorise 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- Certificate of limited partnership
- Registered agent consent or certificate of acceptance
- General partner consent
- Stamped certificate from the state
- Partnership agreement
- Partners' consent adopting the agreement
- EIN confirmation from the IRS
Who takes part
6- The contact named to the registered agent verifies with photo ID and a liveness check
- Every general partner verifies identity and address
- Whoever signs for a company general partner verifies identity and address
- Limited partners with 25% or more, or with control rights, verify identity and address
- Every individual with 25% or more verifies, plus at least one person with control
- Every limited partner who signs the agreement verifies identity first
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
11 filings- Pay the Delaware annual tax
June 1 each year; $400
- File the Delaware LLLP annual report
June 1 each year; $300 per partner
- 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 BEA BE-15 annual survey
May 31 each year, if it applies
- 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
- File the Delaware unclaimed property report
March 1 each year
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Record a decision of the partners
- Amend the partnership agreement
- Approve a distribution
- Add or remove a partner in the register
- Change the registered agent
- Change the registered office
- Correct an error in a filed document
- File SEC Form D within 15 days of the first sale
- Order a certificate of good standing
- Register a trade name (DBA)
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Cancellation
The partners dissolve.
- 1
The partners approve the dissolution
- 2
File the certificate of cancellation
- 3
Deactivate the EIN
Revival after state voidance
The state voids the partnership.
- 1
Revive the partnership and pay back taxes and penalties
What Entiva does for you.
From the first filing to the last.
LLLP
- Files the limited partnership certificate with the LLLP election.Formation
- Appoints the registered agent named in the certificate.Ongoing
- Prepares the partnership agreement for the partners to sign.Formation
- Files the Delaware LLLP annual report by June 1 and pays the per-partner fee.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
$249one-off
- Government fees
- $275
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File the Delaware LLLP annual report
- 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
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for an ITIN if needed
- Register for state and local taxes
- File the FBAR (report of foreign bank accounts)
- File the BEA BE-15 annual survey
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $249, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
Delaware certificate of limited partnership $200; the LLLP filing adds $300 per partner. WY $100.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
$400 from tax year 2026. The 2025 tax due June 1, 2026 was $300. Registered series $100 each.
$300 per partner, LLP fees capped at $180,000 a year. Late: statement of qualification revoked; reinstatement application $200.
Changes
Routine changes are included in the Run plan.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware $50; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
Wyoming registration $100.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Delaware LP $200 plus $50 per registered series. NV $100. WY $60.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
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.
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