How to Start a Delaware Limited Partnership — Step by Step

Your limited partnership's name has to be distinguishable from every other business name already on file with the Delaware Division of Corporations — corporations, LLCs, LPs, and statutory trusts all sit in the same pool. Two names that differ only by punctuation, an added "the," or a plural won't necessarily count as distinct.

Start with the Division's entity name search. Search your exact proposed name and a couple of close variants. If something too similar already exists, Delaware will reject the certificate, which costs you days.

Naming rules for an LP

• The name must contain the words "Limited Partnership" or the abbreviation "L.P." or "LP."
• It must be distinguishable on the record from every other registered Delaware entity.
• Certain restricted words (for example those implying a bank, trust, or insurance company) require additional approval before they can be used.

Optional: reserve the name

If you're not ready to file but want to hold the name, Delaware lets you reserve an available name for a set period (currently 120 days) for a state fee. Reservation doesn't create the LP — it simply parks the name while you finish the other steps.

This step has no state form, but it's the most consequential decision you'll make, so handle it before filing anything.

Who does what

• General partner(s) manage the business, bind it to contracts, and — in a bare LP — carry personal liability for its debts. There must be at least one.
• Limited partner(s) put in capital and share in profits and losses but stay out of management. Their liability is capped at what they contribute, as long as they don't cross into running the business.

Consider an entity as the general partner

Because the general partner is personally exposed, many founders don't want a human in that seat. A common structure is to form an LLC (often in Delaware as well) and make that LLC the general partner of the LP. Then the LLC's own liability shield protects the individuals behind it. Whether this fits your situation — and how it's taxed — is a question for your attorney and accountant, but it's worth deciding now, because the general partner is identified in your filings and agreement.

Before you file, you need a registered agent lined up and willing to serve, because the agent's name and Delaware address go directly on the Certificate of Limited Partnership.

Delaware requires every LP to maintain a registered agent with a physical Delaware street address — not a P.O. box — throughout the life of the entity. The agent receives lawsuits, subpoenas, and official state mail on the partnership's behalf.

Your options

• A commercial registered agent service. The most common choice for out-of-state owners. The service's professional address appears in the public record instead of yours, and someone is always available to receive documents.
• An individual Delaware resident. A partner or trusted person with a physical Delaware address can serve, but their address becomes public and they must be reliably reachable during business hours.

Most people forming a Delaware LP don't live in Delaware, which is exactly why the commercial agent option exists — it satisfies the state's presence requirement without you being there.

The Certificate of Limited Partnership is the filing that legally creates your LP. It goes to the Delaware Division of Corporations, typically through its Document Upload Service or the state's online filing systems.

What the certificate includes

• The LP name with the required "Limited Partnership," "L.P.," or "LP" designator
• The name and Delaware address of the registered agent
• The signature of a general partner
• Any additional provisions the general partners want on record (most keep it minimal)

What it deliberately leaves out

You don't list the limited partners, disclose their capital contributions, or describe how profits are shared. Delaware keeps the public certificate thin — the substance lives in your private limited partnership agreement.

Timing and expedite options

Standard processing runs in business days. If you're up against a closing or a deadline, Delaware sells expedited tiers, including same-day and faster handling, for additional fees. Once the certificate is accepted, the LP exists and its name is secured.

The limited partnership agreement is the contract that actually governs the partnership. Delaware doesn't require you to file it — it never goes near the state's records — but you should have it signed before the LP starts doing business or taking in capital. DRULPA's freedom-of-contract approach means this document, not statutory defaults, controls almost everything.

What a complete agreement addresses

• Capital contributions: what each partner contributed and any obligation to contribute more later
• Profit and loss allocation: how gains and losses are split between general and limited partners, which need not match capital percentages
• Distributions: when and in what priority cash goes out to partners
• General partner authority and duties: what the GP can decide alone and what needs partner approval
• Limited partner rights: voting on major matters, information rights, and the boundary that keeps their liability shield intact
• Admission and withdrawal of partners: how new partners come in and existing ones exit, and what triggers a buyout
• Dissolution and winding up: what ends the partnership and how remaining assets are distributed

For funds and multi-investor deals, this document is the deal. Have an attorney draft or review it — the economic terms are exactly what we, as a filing service, do not touch.

An Employer Identification Number is the nine-digit federal tax ID the IRS issues at no cost. A limited partnership essentially always needs one — a multi-owner entity files a partnership tax return (Form 1065) and issues Schedule K-1s to the partners, and you can't do that without an EIN.

When and why you need it

• The LP files a partnership return and needs the EIN to do so
• Banks require it to open a partnership account
• You'll need it if you hire employees or hold certain licenses

How to apply

Apply free through the IRS EIN Assistant at IRS.gov. The online application takes about ten minutes and issues the number immediately, so you can print the confirmation and use it the same day. The responsible party completing the online form needs a US Social Security number or ITIN; those without one apply by fax or mail using Form SS-4.

With the certificate accepted, the agreement signed, and the EIN in hand, open a dedicated bank account in the LP's name. Keeping partnership funds separate from anyone's personal money is essential — commingling undermines the limited partners' shield and muddies the partnership's books.

What banks usually want

• The accepted Certificate of Limited Partnership
• The IRS EIN confirmation
• The limited partnership agreement (many banks ask to see it)
• ID for the authorized signers

Ongoing compliance

• Annual Delaware tax: every domestic LP owes a flat annual tax due June 1. There is no financial annual report — it's a payment, not a disclosure — but missing it triggers penalties and interest, and long-term nonpayment can void the entity.
• Registered agent: keep a valid Delaware agent in place at all times; file a change with the Division if the agent resigns, moves, or you switch providers.
• Foreign registration: if the LP actually operates in another state, you'll likely need to register there as a foreign LP, adding a second agent and compliance calendar.
• Federal taxes: the LP files Form 1065 and issues K-1s to partners, who report their shares on their own returns.