Connecticut LLP Frequently Asked Questions

What is a limited liability partnership?

At bottom, a limited liability partnership is just a general partnership that has filed a registration with the state to gain a liability shield. In a plain general partnership, every partner is personally exposed to the debts and wrongful acts of the business and of every other partner. Registering as an LLP protects each partner from personal liability for the negligence and misconduct of the other partners, while keeping the partnership's flexible operating style.

Who forms an LLP in Connecticut?

Most often, groups of licensed professionals — law firms, accounting practices, architecture and engineering firms, medical and dental groups, and design partnerships. These businesses carry malpractice exposure and want each partner walled off from the others' errors. That said, any venture with two or more partners who value partnership economics and cross-liability protection can register one.

What law governs LLPs in Connecticut?

Connecticut LLPs are governed by the Connecticut Uniform Partnership Act, found in Chapter 614 of the Connecticut General Statutes. Registration is handled by the Connecticut Secretary of the State's Business Services Division through the Business One Stop portal.

How many partners do I need?

At least two. A partnership requires two or more partners by definition, so a single owner cannot register an LLP and should consider an LLC instead. There's no upper limit on the number of partners.

How is an LLP different from an LLC?

An LLP is a partnership at its core — it needs two or more partners and keeps partnership economics — with a liability shield layered on through state registration. An LLC is a distinct entity type that a single owner can form and that many people choose for a simple one-owner business. LLPs are especially common among licensed professionals; LLCs are the more common general-purpose choice.

How is an LLP different from a general partnership?

A general partnership is the default when two or more people do business together without registering anything, and it offers no liability protection — every partner is fully exposed to the others' acts. An LLP is a general partnership that has registered with the state to add the liability shield. The registration is exactly what separates the two.

How is an LLP different from a limited partnership (LP)?

A limited partnership has two classes of partner: general partners who manage and bear liability, and limited partners who invest but stay passive to keep their liability limited. An LLP has one class of partner, all of whom can participate in management while enjoying protection from the others' misconduct. Different structures for different needs.

Should I choose an LLP or an LLC?

If you're a solo owner, you can't form an LLP — go with an LLC. If you're two or more partners, especially licensed professionals wanting to protect each other from malpractice while keeping partnership economics, an LLP is a strong fit. When the choice isn't obvious, weigh it with an attorney or CPA who knows your situation.

How do I register a Connecticut LLP?

You file an LLP registration with the Secretary of the State through the Business One Stop portal. The filing names the partnership, its principal office, and its Connecticut registered agent, and states the election to be a limited liability partnership. Mainstay Filing prepares and submits this for you.

How long does registration take?

Online filings are typically processed within a couple of business days; paper filings take longer. Once processed, the LLP appears in the state's public business search and your documents become available.

Do I need a registered agent?

Yes. Every Connecticut LLP must maintain a registered agent with a physical Connecticut street address, available during business hours to accept legal papers and state notices. You can use a partner, another individual with a Connecticut address, or a commercial service.

Do I need an EIN?

Yes. A multi-partner LLP is taxed as a partnership by default and needs its own federal Employer Identification Number to file the partnership return, issue Schedule K-1s, open a bank account, and run payroll. You can get one free directly from the IRS.

How is a Connecticut LLP taxed?

By default, an LLP is treated as a partnership for federal tax purposes. The partnership itself generally doesn't pay federal income tax; instead, it files an information return and passes income through to the partners via Schedule K-1, and each partner reports their share on their own return. Connecticut has its own tax treatment for partnerships and pass-through entities, so confirm your specific obligations with a CPA.

What ongoing compliance does an LLP have?

The main recurring obligation is the annual report filed with the Secretary of the State through the Business One Stop portal, which keeps your registered agent and address information current. You also have to keep a valid Connecticut registered agent on file at all times, plus any professional or local licenses your business needs.

What happens if I miss the annual report?

The partnership can fall out of good standing, which complicates banking, contracts, and financing. Connecticut requires the annual report to be filed online, so plan to handle it through the portal each year. Bringing a lapsed entity back into good standing is more work than filing on time.

How do I dissolve a Connecticut LLP?

You wind up the business — settle debts, distribute remaining assets to partners, close tax and licensing accounts — and file the appropriate dissolution or cancellation with the Secretary of the State so the LLP registration is formally ended. Our dissolution guide walks through the steps.

Can partners live outside Connecticut?

Yes. There's no residency requirement for LLP partners. The only in-state requirement is the registered agent, who must have a physical Connecticut street address — a need a commercial agent satisfies without any partner living in the state.