Public benefit LP
A Delaware limited partnership formed to pursue one or more specific public benefits while balancing the partners' financial interests and the interests of affected stakeholders.
- Entiva fee to form
- $299
- Government fees to form
- $200
- Run plan
- $29 a month
- Steps to form
- 7
- Ongoing filings
- 9
- Ways to close
- 3
Who it suits, and what defines it.
Governed by the 6 Del. C. §§17-1201 to 17-1208.
Who it suits
- Limited partnerships with one or more specific public benefits.
- Existing Delaware LPs that opt in by amendment.
Key facts
- Formation fee
- $200 in Delaware
- Partners
- At least one general and one limited partner
- Annual tax
- $400, due June 1
- Benefit statement
- To limited partners at least every two years
- Opt-in
- An existing LP can opt in by amendment
- Statute
- 6 Del. C. §§17-1201 to 17-1208
What the law requires.
5 rules, each in plain words.
A Delaware registered agent and registered office
The registered agent receives legal papers served on the partnership.
A heading and partnership agreement that state the public benefits
Both must say it is a statutory public benefit LP and set out specific public benefits (6 Del. C. §17-1202).
A statement to limited partners every two years
It is required at least every two years under §17-1205.
One general partner and one limited partner
The certificate of limited partnership needs at least one of each.
Annual Delaware LP tax of $400
Due June 1, with a $200 late penalty plus 1.5% interest a month.
How Entiva forms it.
7 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
7 steps- 1Reserve the partnership nameOnly if needed
Optional. A Delaware reservation holds the name for 120 days.
- 2Adopt the partnership agreement
It must state that the LP is a statutory public benefit LP and set out its specific public benefits. It is not filed.
- 3File the certificate of limited partnership
Its heading must say it is a statutory public benefit LP. Delaware fee: $200.
- 4Appoint a Delaware registered agent
The registered agent receives legal papers served on the partnership. Both it and the office are in Delaware.
- 5Get an EIN online
The EIN is the partnership's IRS tax number. It is free. Without an SSN or ITIN (US taxpayer numbers), use paper Form SS-4 instead.
- 6Elect how the IRS taxes the LPOnly if needed
Optional. Form 8832 chooses taxation as a corporation, a partnership or a disregarded entity (reported on the owner's return).
- 7File the BEA BE-13 survey if foreign-owned
BE-13 or a claim for exemption, filed with the US Bureau of Economic Analysis (BEA).
Documents
8- Certificate of limited partnership with the public benefit heading
- Partnership agreement
- Registered agent consent
- General partner consent
- State filing receipt
- Stamped certificate from the state
- Form SS-4 third-party designee authorisation
- EIN confirmation from the IRS
Who takes part
6- Every general partner: identity and address checked
- Whoever signs for an entity general partner: authority checked
- Limited partners with 25% or more or control rights: identity and address checked
- Every individual with 25% or more, plus one with control: ID and address checked
- The IRS responsible party for the EIN: photo ID, selfie and SSN or ITIN
- High-risk parties also give source of funds and source of wealth
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 LP tax
June 1. $400; late: $200 penalty plus 1.5% interest a month
- Deliver the public benefit statement to limited partners
At least every two years
- File the federal partnership return (Form 1065)
March 15
- Request a federal return extension (Form 7004)
Before the return due date
- File the foreign bank account report (FBAR)
April 15, extended to October 15. Only if there are foreign accounts
- File the BEA BE-15 annual survey if foreign-owned
About May 31, on BEA's annual schedule
- File Forms 1099-NEC and 1099-MISC for contractors
January 31 for Form 1099-NEC
- File Forms 1042-S and 1042 for payments to foreign persons
March 15, only if payments go to foreign persons
- 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- Approve a distribution to partners
- File SEC Form D for an offering under Regulation D
- File state notices after Form D
- Correct an error in the certificate
- Adopt Delaware transparency standards
- Change the registered agent
- Change the IRS responsible party
- Change the IRS mailing address
- Issue a secretary's certificate for a bank or counterparty
- Order a certificate of good standing
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary cancellation
The partners decide to dissolve the partnership.
- 1
Partners consent to dissolve
- 2
Wind up the partnership
- 3
File the final federal tax return
- 4
Pay all annual taxes
- 5
File the certificate of cancellation
- 6
Close the IRS business account (EIN)
Merger, conversion or transfer out
The partnership is reorganised.
- 1
Merge with another entity
- 2
Or convert to another entity type
- 3
Or transfer the partnership out of Delaware
Cancellation for non-payment and revival
The annual tax is unpaid.
- 1
Record the state's cancellation
- 2
Revive the partnership
What Entiva does for you.
From the first filing to the last.
Public benefit LP
- Files the certificate of limited partnership with the public benefit heading.Formation
- Adopts the partnership agreement among the partners and records it. It is not filed with the state.Formation
- Names the Delaware registered agent and office, and records the individual contact the registered agent holds.Ongoing
- Prepares and delivers the public benefit statement to limited partners.Governance
- Pays the Delaware annual LP tax by June 1.Ongoing
- Files the Delaware unclaimed property report each year.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
- $200
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
- Deliver the public benefit statement to limited partners
- File the federal partnership return (Form 1065)
- Request a federal return extension (Form 7004)
- File Forms 1099-NEC and 1099-MISC for contractors
- File Forms 1042-S and 1042 for payments to foreign persons
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Elect how the IRS taxes the LPOnly if needed
- File the BEA BE-13 survey if foreign-owned
- File the foreign bank account report (FBAR)
- File the BEA BE-15 annual survey if foreign-owned
- File state notices after Form D
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.
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.
Changes
Routine changes are included in the Run plan.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Standards statement $200 plus required $50 certified copy.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Notary fee applies if notarised; a Delaware apostille is $30 per document.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
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 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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