Limited partnership
A partnership with at least one general partner, who has unlimited liability, and one or more limited partners. It is common for funds and is taxed as a partnership.
- Entiva fee to form
- $299
- Government fees to form
- $310
- Run plan
- $29 a month
- Steps to form
- 14
- Ongoing filings
- 12
- Ways to close
- 3
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Investment funds.
Key facts
- General partners
- At least one, with unlimited liability
- Limited partners
- One or more
- Federal tax
- Taxed as a partnership
- Available in
- All 50 states and DC
- Delaware law
- Revised Uniform LP Act, 6 Del. C. ch. 17
- Other law
- WY W.S. 17-14; NV NRS ch. 87A
- Delaware tax
- $400 a year from tax year 2026
- Filing fees
- Delaware $200; Wyoming $100
What the law requires.
5 rules, each in plain words.
A certificate of limited partnership and a registered agent
The certificate names the general partners and the registered agent, who receives legal papers served on the partnership.
A partnership agreement
It is an internal document and is not filed with the state.
Delaware: an annual tax of $400
It applies from tax year 2026 and is due June 1 of the following year.
Form 1065, the partnership tax return, every year
It is due March 15 for a calendar year.
Wyoming: an annual report
It is due on the first day of the anniversary month.
How Entiva forms it.
14 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
14 steps- 1Reserve the partnership nameOnly if needed
Optional. Delaware and Wyoming reservations last 120 days.
- 2File the certificate of limited partnership
Delaware charges $200 and Wyoming $100. The certificate names the general partners and the registered agent.
- 3Appoint a registered agent
The registered agent 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). Otherwise by fax, mail or phone.
- 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.
- 8Elect a tax classification (optional)
Form 8832 lets the partnership choose how it is taxed.
- 9Register for state and local taxes
Covers sales tax, payroll withholding, unemployment insurance and local licences, depending on what the partnership does in the state.
- 10Obtain the Nevada state business licenceOnly if needed
Only for Nevada. The licence normally comes with the initial list at formation.
- 11Register a Delaware series (optional)
A Delaware limited partnership can have registered series, which file their own certificate.
- 12Prepare the bank account package
Gathers the documents a US bank asks for when a new entity opens an account.
- 13File the BEA BE-13 survey for foreign owners
A foreign person who buys or sets up a US business files the US Bureau of Economic Analysis BE-13 report or claims an exemption.
- 14Authorise 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
12 filings- Pay the Delaware annual tax
June 1 each year; $400 from tax year 2026
- 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
- Approve a distribution
- Update the partner register
- Transfer a partnership interest
- Change the partnership name
- Amend the certificate (for example a new general partner)
- Change the registered agent
- File SEC Form D within 15 days of the first sale
- Register to do business in another state
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary dissolution and cancellation
The partners decide to dissolve, or an event of dissolution occurs.
- 1
The partners approve the dissolution
- 2
Wind up the partnership and distribute its assets
- 3
File the final payroll returns
- 4
File the certificate of cancellation
- 5
File the final federal tax return (Form 1065)
- 6
Withdraw from each other state
- 7
Resign the registered agent
- 8
Deactivate the EIN
Merger, conversion or continuance out
A restructuring.
- 1
File a certificate of merger
- 2
Or convert to another form
- 3
Or transfer the partnership out of Delaware
State voidance, then revival
The annual tax is unpaid.
- 1
The state voids or revokes the partnership
- 2
Revive the partnership and pay back taxes and penalties
What Entiva does for you.
From the first filing to the last.
Limited partnership
- Files the certificate of limited partnership with the state.Formation
- Appoints the registered agent named in the certificate.Ongoing
- Prepares the partnership agreement for the partners to sign.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
$299one-off
- Government fees
- $310
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 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
- Prepare the year-end accounts
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for an ITIN if needed
- Elect a tax classification (optional)
- Register for state and local taxes
- Obtain the Nevada state business licenceOnly if needed
- File the BEA BE-13 survey for foreign owners
- File the FBAR (report of foreign bank accounts)
- File the BEA BE-15 annual survey
- Register to do business in another state
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $299, 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.
$500 for corporations under NRS 78, 78A, 78B and foreign corporations; $200 for other entities. Initial list fee of $150 is charged separately.
Delaware LLC registered series $110 per series; Delaware LP registered series $200; Wyoming $10 per series designated.
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.
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: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware: $50 for corporations, LLCs, LPs and partnerships; 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.
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 foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $100. WY $60.
Delaware figure: corporation $259; LLC $220; LP $200; statutory trust $500; foreign corporation merger $50. WY $60.
Delaware figure: other entity into a DE corporation $184 plus Certificate of Incorporation. DE corporation to non-DE entity $234. Into or out of a DE LLC $220. LP $200; statutory trust $500.
Delaware figure: corporation $1,069. LLC $220; LP $200; statutory trust $500.
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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