Limited liability partnership
A general partnership that registers to protect its partners from vicarious liability for the partnership's obligations. It is used mainly by professional firms.
- Entiva fee to form
- $189
- Government fees to form
- $375
- Run plan
- $49 a month
- Steps to form
- 10
- Ongoing filings
- 12
- Ways to close
- 2
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Professional firms.
Key facts
- Type
- A general partnership that registers
- Liability
- Partners protected from vicarious liability
- Used by
- Mainly professional firms
- Available in
- All 50 states and DC; some limit it to licensed professions
- Delaware law
- Revised Uniform Partnership Act, 6 Del. C. ch. 15
- Wyoming law
- W.S. 17-21 (registered LLP)
- Delaware report
- Annual report due June 1, $300 per partner
- Filing fees
- Delaware $300 per partner; Wyoming $100
What the law requires.
4 rules, each in plain words.
A statement of qualification or registration, and a registered agent
Delaware calls it a statement of qualification, and the registered agent receives legal papers served on the partnership.
A name that includes an LLP designator
Delaware: an annual report due June 1 each year
It states the number of partners, and the fee is $300 per partner.
Delaware revokes the statement of qualification if the report is missed
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 steps- 1Reserve the partnership name
The name must include an LLP designator.
- 2Adopt the partnership agreement
It is an internal document and is not filed with the state.
- 3File the statement of qualification
This registers the partnership as an LLP. Delaware charges $300 per partner and Wyoming $100.
- 4Appoint a registered agent
Required alongside the statement of qualification.
- 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.
- 9Obtain the Nevada state business licenceOnly if needed
Only for Nevada. The licence normally comes with the initial list at formation.
- 10Authorise 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 qualification or registration as an LLP
- Registered agent consent or certificate of acceptance
- Partner consent
- Stamped statement from the state
- Partnership agreement
- Partners' consent adopting the agreement
- EIN confirmation from the IRS
Who takes part
5- The contact named to the registered agent verifies with photo ID and a liveness check
- Every partner verifies identity and address; a company partner is looked through
- Whoever 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
12 filings- File the Delaware LLP annual report
June 1 each year; $300 per partner
- File the Wyoming annual report
First day of the anniversary month
- 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
- Prepare the year-end accounts
Each year
- 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
- Add or remove a partner in the register
- Change the registered agent
- Change the registered office
- Register the LLP in another state
- Withdraw from another state
- Correct an error in a filed document
- 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.
Ending LLP status or dissolving
The partners decide to end.
- 1
The partners approve ending the LLP
- 2
Wind up the partnership
- 3
Withdraw from each other state
- 4
Resign the registered agent
- 5
Deactivate the EIN
Revocation and reinstatement
The Delaware annual report is not filed.
- 1
The state revokes the statement of qualification
- 2
Apply for reinstatement, $200 in Delaware
What Entiva does for you.
From the first filing to the last.
Limited liability partnership
- Files the statement of qualification or registration with the state.Formation
- Appoints the registered agent for the LLP.Ongoing
- Prepares the partnership agreement for the partners to sign.Formation
- Files the Delaware LLP annual report by June 1 and pays the per-partner fee.Ongoing
- Prepares and e-files Form 1065 each year once the signer authorises it by PIN.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
$189one-off
- Government fees
- $375
Steps marked only if needed are not counted.
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 LLP 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
- Obtain the Nevada state business licenceOnly if needed
- File the FBAR (report of foreign bank accounts)
- File the BEA BE-15 annual survey
- Register the LLP in another state
- Withdraw from another state
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $189, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
Delaware statement of qualification $300 per partner. WY RLLP $100.
$500 for corporations under NRS 78, 78A, 78B and foreign corporations; $200 for other entities. Initial list fee of $150 is charged separately.
Excludes steps marked only if needed.
Every year
The Run plan costs $49 a month ($588 a year).
$300 per partner, LLP fees capped at $180,000 a year. Late: statement of qualification revoked; reinstatement application $200.
Greater of $60 or $0.0002 per dollar of WY assets. Nonprofits and cooperative marketing associations $25; statutory foundations $100; statutory trusts $100 annual tax. Over $500 must be filed by mail or courier.
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 figure: foreign corporation qualification $245; foreign LLC $200; foreign LLP statement $300 per partner. WY $150.
Delaware foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $100. WY $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 foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $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.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.