To incorporate a LLP in Delaware this package price includes (most popular for USA residents):
Search name availability for your LLP in Delaware
Includes one-time filing fee in Delaware and our one-time service fee
Preparation and Filing of the Certificate of Formation
State of Delaware formation within 24 hours of receipt of order with payment
A recorded copy of the Certificate of Formation within 5-7 business days of filing
The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service):
Original Certificate of LLP Formation
The following documents will be e-mailed, which you need to print and sign:
20 page Delaware LLP Agreement ready-for-signature by email (MS Word)
Minutes or Consents Documentation of Organizational Meeting (MS Word)
Federal Tax ID Number Form (PDF)
Classic Package
£ 364.00
Renewal fees from £345
To incorporate a LLP in Delaware this package price includes (most popular for USA and EU residents):
Search name availability for your LLP in Delaware
Includes one-time filing fee in Delaware and our one-time service fee
Preparation and Filing of the Certificate of Formation
State of Delaware formation within 24 hours of receipt of order with payment
A recorded copy of the Certificate of Formation within 5-7 business days of filing
Delaware Resident Agent for 12 months
Registered Address in the State of Delaware for 12 months
The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service):
Original Certificate of LLP Formation
The following documents will be e-mailed, which you need to print and sign:
20 page Delaware LLP Agreement ready-for-signature by email (MS Word)
Minutes or Consents Documentation of Organizational Meeting (MS Word)
Federal Tax ID Number Form (PDF)
Deluxe Package
£ 504.00
Renewal fees from £484
To create a LLP in Delaware this package price includes (most popular for overseas residents):
Search name availability for your LLP in Delaware
Includes one-time filing fee in Delaware and our one-time service fee
Preparation and Filing of the Certificate of Formation
State of Delaware formation within 24 hours of receipt of order with payment
A recorded copy of the Certificate of Formation within 5-7 business days of filing
Delaware Resident Agent for 12 months
Registered Address in the State of Delaware for 12 months
Nominee LLP Member (Partner) for 12 months
The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service, and are to be completed upon arrival):
Original Certificate of LLP Formation
20 page Delaware LLP Agreement signed by nominee
Minutes or Consents Documentation of Organizational Meeting signed by nominee
Pre-signed, undated resignation letter from Nominee Member
General Power of Attorney signed by Nominee
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
Federal Tax ID Number Form (PDF)
Business Start-Up: Legal Requirements
A LLP must exist for business purposes: it is a for-profit legal form.
LLP subscribers may be resident outside the U.S.A.
Membership: the only members are the partners.
Partners must be individuals or corporate bodies.
The minimum number of partners - TWO.
New partners are normally admitted by the existing partners.
Partners can be of any nationality.
A LLP can hold property.
A LLP can borrow money in its own name.
Most states require that a LLP have a Registered Agent who maintains a registered office within the state of formation.
All LLPs and General Partnerships formed in the State of Delaware are required to pay an annual tax of £112.00 per partner.
Taxes for these entities are to be received no later that June 1st of each year.
FORMING LLP IN DELAWARE. LLP INCORPORATION & LLP REGISTRATION IN DELAWARE
A Limited Liability Partnership or LLP is a relatively new creation that operates much like a limited partnership, but allows the members of the LLP to take an active role in the business of the partnership, without exposing them to personal liability for others' acts except to the extent of their investment in the LLP. Many law and accounting firms now operate as LLPs. When choosing a business form, you may want to consider the limited liability partnership (LLP), one of the newest entity options. While the LLP is similar to the limited liability company (LLC), there are some important differences that may make the LLP an inappropriate choice for the small business owner. In many states, owners of an LLP have only a reduced form of limited liability from the claims of the business's creditors. This "limited shield," as it is sometimes called, does not afford the owners the same protection they would enjoy in either the LLC or the corporation. In addition, in many states, the business interests of the owners of an LLP are afforded less protection from the claims of the owners' personal creditors, as compared to the LLC. We recommend reviewing this site in its entirety, so that you are knowledgeable of the USA jurisdiction and the powers granted to American LLPs.
Historically, the selection of a business entity started with a simple question: Should you incorporate your practice? If you decide this isn't necessary, you can practice either as a sole proprietorship or in a partnership. Either way, you have less paperwork while all of your practice income is passed through to your personal tax return; that is, you won't have to pay a corporate income tax. Recently, the choice of business entity has become even more complicated. You can operate your practice as a limited liability company (LLC), which offers the asset protection of a corporation along with the tax flexibility of a partnership. In some states, professionals are not allowed to practice as an LLC but can create a limited liability partnership (LLP), which is similar. With all the emphasis on corporations and LLC's, is there any room for limited liability partnerships (LLP's), which are first cousin to LLC's? The LLP form has been adopted by some professional firms. LLP's protect each partner's personal assets from exposure to the misdeeds of other partners or employees. In some states this protection is limited to malpractice claims, while in others it includes protection from trade creditors as well.
Our Service
When choosing a business form, you may want to consider the limited liability partnership (LLP), one of the newest entity options. While the LLP is similar to the limited liability company (LLC), there are some important differences that may make the LLP an inappropriate choice for the small business owner.
Our Service Include
In general, LLP's make sense in states where doctors can't form LLC's or in cases where a practice is already set up as a partnership: for an existing partnership, going to an LLC might mean starting over with new documents relating to procedures, profit-sharing formulas, etc. If you are going to make such a switch, be sure that you are going to get your money's worth in terms of asset protection, operating flexibility and ongoing tax savings. Finally, California and New York limit the use of LLPs to professionals, thus eliminating the LLP as a choice for other business owners. (In California, the term "professionals" is defined narrowly to include only lawyers and accountants, further restricting the availability of the LLP there). In Order to Form an LLP You May Use Our Online Application Forms Delaware LLP Registration Package - £289.00 | Arkansas LLP Creation Package - £122.00 |
We will guide you through the process of registering your partnership and establishing your registered identity. Complete and submit an LLP application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed American LLP within five business days. We will express mail your documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Delaware limited liability partnership formation packages, offered by Coddan and to find above, what kind of service is included in this or that Delaware LLP incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Delaware incorporation, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. We Have Available Delaware Corporations and Limited Liability Companies List of Delaware Ready-Made LLPs & LLC for Sale |
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
Limited Liability Partnerships (LLPs) have become a hot topic among executives looking to maximize their after-tax income and minimize their liability exposure. Some communications firms, particularly partnerships, may realize significant benefits by converting to an LLP. However, if you currently do business as a corporation, the tax costs of converting may outweigh the advantages. LLPs are similar to LLCs in terms of tax treatment. Significantly, the liability protection is frequently limited only to liabilities arising out of malpractice committed by other partners. A partner will not be shielded from liabilities arising from contracts or from malpractice committed by that partner or those he or she supervises. The LLP form is often chosen by professionals in states with legislation that limits the ability of professionals to operate as LLCs. Flow-through taxation and limited liability are the two greatest advantages of LLPs. Partnerships can convert to one of these entities fairly easily. The conversion does not result in taxable gain, at least when the partners' or members' interests in the organization's capital, income, and loss remain the same after conversion.
Subchapter X. Limited Liability Partnership. § 15-1001. Statement of qualification of a domestic partnership.
(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file a statement of qualification in accordance with subsection (c) of this section.
(c) The statement of qualification must contain:
(1) The name of the partnership;
(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by Section 15-111 of this chapter;
(3) The number of partners of the partnership;
(4) A statement that the partnership elects to be a limited liability partnership; and
(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not to be effective upon the filing of the statement of qualification.
(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 15-105(d) of this chapter or revoked pursuant to Section 15-1003 of this chapter.
(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).
(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date or time specified in the amendment or cancellation.
(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification, a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report was filed in good faith.
(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section, the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement of qualification filed under this section. (72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 2; 75 Del. Laws, c. 50, §§ 26-29.)
CODDAN IS A REGISTERED AGENT FOR DELAWARE LLPS AND LIMITED LIABILITY COMPANIES. CODDAN DELAWARE LLP FORMATIONS
A LLP gives the benefits of Limited Liability in that it can protect your existing personal assets, while giving many of the Tax advantages of a sole trader partnership. The LLP will be a separate legal entity and while the LLP itself will be liable for the full extent of its assets the liability of the members will be limited. Under certain circumstances, however, claims for economic loss could be made against individual members who have been negligent. Any such claim would be a civil action outside the contract as the party would have contracted with the LLP.
When choosing a business form, you may want to consider the limited liability partnership (LLP), one of the newest entity options. While the LLP is similar to the limited liability company (LLC), there are some important differences that may make the LLP an inappropriate choice for the small business owner. In many states, owners of an LLP have only a reduced form of limited liability from the claims of the business's creditors. This "limited shield," as it is sometimes called, does not afford the owners the same protection they would enjoy in either the LLC or the corporation. In addition, in many states, the business interests of the owners of an LLP are afforded less protection from the claims of the owners' personal creditors, as compared to the LLC. Finally, California and New York limit the use of LLPs to professionals, thus eliminating the LLP as a choice for other business owners. (In California, the term "professionals" is defined narrowly to include only lawyers and accountants, further restricting the availability of the LLP there).
Many years ago, the law prohibited professionals such as accountants and lawyers from operating in the corporate form. As a result, virtually all of the largest and oldest CPA and law firms in this country were formed and operated as general partnerships. This, of course, meant that the general partnership had unlimited personal liability for all of the business's debts, but professionals who wanted to form a business with each other had no other choice. When the law was finally changed to allow professionals to incorporate, many firms were reluctant to make the change for tax reasons, since the federal tax law deems a conversion from one form (partnership) to another form (corporation) a potentially taxable event. In addition, such a conversion would involve re-titling all of the firm's assets from the general partnership to the new corporation. These large general partnerships have offices in every major city in the country, hundreds of partners and millions of dollars of assets. Accordingly, the transfer process alone would be complex and expensive enough to dissuade these forms from making the conversion.
Similarly, it was believed that the Internal Revenue Service might deem conversion from a general partnership to an LLC to be a conversion to another form, and thus a taxable event. Through lobbying by accounting firms, law firms and other professionals operating in the general partnership form, the limited liability partnership (LLP) was developed. The conversion process from a general partnership to an LLP is unique in the law. The general partnership simply registers as an LLP. Technically, the old entity does not dissolve, and a new entity is not created. The old entity continues to exist, but is now subject to a new set of laws (i.e., those governing the LLP). The conversion does not trigger a taxable event because there is no change in the entity. Moreover, because of this registration process, none of the assets needs to be re-titled, making the conversion especially simple and inexpensive.
LLPS VS. LLCS: WHICH IS A BETTER CHOICE?
This brings up the question of why would you want an LLP over an LLC. In some states, the answer is simple. The professional regulatory body for your profession may prohibit you from forming an LLC, but not an LLP. In a case like this, the LLP at least gives you malpractice protection (compared to running naked in a regular partnership) and may also give you contract liability protection, depending on your particular state. Even if both LLP and LLC entities are available to you, converting a general partnership to an LLP can potentially be much easier than conversion to an LLC. Many states in their LLP act provide that an existing partnership can convert over simply by paying a fee and registering the existing entity as an LLP (generally with the Secretary of State). In contrast, in many states, the conversion of a general partnership to an LLC will require the liquidation or merger of the old partnership in the process of the formation of the LLC.
While this is certainly not an insurmountable task, few would choose to voluntarily subject themselves to the process if it can be avoided. In states where the ultimate protections afforded an LLP are not different than that of an LLC (i.e., both malpractice and contract liability protection) then there is no good reason to spring for the LLC. However, if you are not in a state that provides contract liability protection for LLPs then converting to an LLC may be worthwhile, even if liquidation of the old partnership is required. Finally, in a few states (Texas, for example) LLCs are subject to rather harsh entity level taxes like a franchise or excise tax, whereas an LLP is not. This alone will make the decision easy for some people. Another factor to consider in the formation of an LLP is that some states may require partners to carry malpractice coverage of a certain amount (in California, for example, you must show evidence that you possess "security" of $100,000 per professional). Most of the states that have this type of provision also prohibit licensed professionals from forming LLCs (as does California) so as to channel them into the LLP provisions which will require the insurance coverage.
LLPS VS. PROFESSIONAL CORPORATIONS
When are LLPs a better choice than a Professional Corporation? First, by definition in most states, to have an LLP requires at least two partners (it is a partnership after all). If you are a sole practitioner of your service and desire limited liability, then you will need to form a PC, or if your state licensing board permits it, an LLC.
In cases where there are two or more partners, an LLP will give more flexibility in the distribution of profits compared to a PC. In a PC, corporation law requires profits to be distributed precisely in the ratio of the stock holdings, which in turn are generally proportional to the amount of capital invested. If you have an arrangement where a personalized profit sharing arrangement is desired, then an LLP will give you great flexibility in doing so, compared to the rather demanding restrictions of a Professional Corporation.
It is true that you can adjust the profit payout in a Professional Corporation by giving one owner a higher salary than another, but then you eliminate one the best reasons for forming a PC, which is the ability to reduce FICA taxes through the use of lower but still reasonable salaries. Many professional organizations desire both reduced FICA taxes and profit sharing flexibility. In other cases, they simply desire to have a common name for marketing purposes and to share office overhead expense, while each owner runs what is essentially their own practice separately. In cases such as this, a good plan is to form a master LLP or LLC. The owners each form their own Professional Corporation and contract with the master LLP to provide services. Common overhead expenses and billing are run through the LLP and then the remainder of the profit is parceled out through the service contracts to each PC, according to their own actual earnings.
The end result is that FICA taxes are still saved as each owner pays themselves a reasonable salary from the Professional Corporation, and takes the rest as a distribution (not subject to FICA tax). The issue of disparate profit allocation is also solved, as each owner extracts to his Professional Corporation the earnings from his/her own efforts (net of common overhead). This type of arrangement needs to be careful planned, but when done right, it has significant structural advantages that cannot be obtained with either a straight PC or LLP.
Requirements
LLP
Corporation
General Partnership
Sole Proprietorship
Number of Owners
Two, minimum
One, minimum
Two, minimum
One, maximum
Limited Liability
YES
YES
NO
NO
Management and Control
Decentralized; all partners have equal rights to manage and control business, unless agreement provides otherwise.
Centralized in Board of Directors.
Decentralized; all partners have equal rights to manage and control business, unless agreement provides otherwise.
N/A
Free Transferability of Interests
Can transfer right to economic interest without consent of others, but cannot so transfer right to participate in management and control.
Absent a buy/sell or other agreement, shares are freely transferable.
Can transfer right to economic interest without consent of others, but cannot so transfer right to participate in management and control.
N/A
Continuity of Life
For LLPs with no definite term, withdrawal, incapacity, or death of a partner will not cause dissolution unless agreement provides otherwise, or withdrawing partner(s) constitute one-half or more of all partners.
Withdrawal, incapacity, or death of a shareholder does not affect corporation's existence.
For Partnerships with no definite term, withdrawal, incapacity, or death of a partner will not cause dissolution unless agreement provides otherwise, or withdrawing partner(s) constitute one-half or more of all partners.
On incapacity, withdrawal, or death, sole proprietorship ends, but conservator, heirs or estate may continue the business.
Filings Required to Begin Existence of Entity
File LLP/-1 with Secretary of State.
File Articles of Incorporation with Secretary of State.
Statement of Partnerships Authority may be filed with Secretary of State.
N/A
Regulation of Entity Name
Must include the words "limited liability partnership" or abbreviation thereof
Business name cannot include the term "architect," "architecture," or "architectural" unless its title of designation includes the full name of a licensed officer or employee, and the fact that such person is an architect.
Same as corporation, except title or description should include name of a licensed general partner, or if partners whose names appear in business name are all licensed, full name or statement disclosing fact of licensure is not required.
Same as corporation, except title or description should include full name of licensed sole proprietor.
Minimum Insurance or Other Security Required
YES
NO
NO
NO
Operating Documents
Limited Liability Partnership Agreement.
Bylaws.
Partnership Agreement.
N/A
Public Disclosure of Owners and Capitalization
Not public information.
Not public information.
Names of partners may be disclosed if fictitious business name statement is published and filed.
Owner's name disclosed if fictitious business name statement is published and filed.
Applicability of Minimum Franchise Tax
YES
YES
NO
NO
Dual Level of Income Tax
NO
Yes, for "C" Corporations.
NO
NO
Qualifying to Do Business in Other States
May present a problem if other states do not recognize LLPs.
All 50 states recognize corporations, although each state will have differing requirements re: licensing of shareholders.
Generally limited to licensing issues.
Generally limited to licensing issues.
Filings Required to Dissolve Entity
File LLP-4 with Secretary of State.
File election to wind up and dissolve and certificate of dissolution with Secretary of State.
No formal filings required; may file abandonment of fictitious business name.
No formal filings required; may file abandonment of fictitious business name.
Incorporate in USA
American LLPs vs. LLCs
£ 289.00
To incorporate a LLP in Delaware this package price includes (most popular for USA residents):
Search name availability for your LLP in Delaware
Delaware Resident Agent for 12 months
+44 (0) 289.099.8744
