Delaware LP, LLP and LLLP: $200 Limited Partnership Filing, $300 per Partner Annual Report Fee for LLPs and LLLPs
Delaware LP, LLP and LLLP: Understanding Your Limited Partnership Options and Fees
Delaware's partnership structures attract business owners and investors nationwide for their flexibility, creditor protection, and relatively low formation costs. Whether you're forming a limited partnership (LP), a limited liability partnership (LLP), or the hybrid limited liability limited partnership (LLLP), Delaware's rules are clear and the filings straightforward. This guide covers the exact costs, filing requirements, and ongoing obligations you'll face.
Why Delaware for Partnerships?
Delaware's General Corporation Law and Partnership Law have been refined over more than a century. The state offers strong creditor protection for limited partners, modern flexibility in partnership agreements, and an efficient filing system through the Division of Corporations. Unlike some states, Delaware does not impose a general partnership income tax at the state level, the flat annual tax is a filing fee, not a tax on profits.
Limited Partnerships (LP) in Delaware
A limited partnership is a two-tier structure: general partners (GPs) who manage the business and bear liability, and limited partners (LPs) who invest capital but do not manage operations and enjoy liability protection. Delaware LPs are common in real estate syndications, investment funds, and venture structures.
LP Formation Cost and Filing
The Delaware filing fee to form an LP is $200. You file a Certificate of Limited Partnership with the Delaware Division of Corporations through the eCorp Document Upload Service or via mail. The Division does not publish a standard processing time for routine filings; the system states that processing times vary with volume received. If you need faster processing, Delaware offers expedited tiers:
- Same day: add $100
- Next business day: add $50
- 24 hours: add $50
You can file online through the eCorp Document Upload Service. Before filing, verify that your chosen partnership name is available through the Division's business search tool. A name reservation, held for 120 days, costs $75 if you want to secure it in advance.
LP Annual Tax and Reporting
After formation, an LP owes an annual flat tax of $400, due June 1 each year following the calendar year in which the Certificate became effective. For LPs formed in 2026, the first $400 payment is due June 1, 2027. Check corp.delaware.gov to confirm the current amount and due date, as the rate may change annually.
Important: Delaware LPs do not file an annual report. The $400 annual tax is the sole ongoing filing obligation at the state formation layer. A late payment incurs a $200 penalty plus 1.5% interest per month. If tax remains unpaid for 3 months, the Delaware Attorney General may seek a Chancery Court injunction.
LP Name Requirements
Delaware law requires the partnership name to include the words "Limited Partnership" or the abbreviation "L.P." The name must be distinguishable from all other names on file with the Division of Corporations. Check each state's name rules if you plan to register as a foreign partnership elsewhere.
Limited Liability Partnerships (LLPs) in Delaware
An LLP is a partnership structure in which all partners enjoy limited liability for the negligence of other partners, though they remain liable for their own acts and the partnership's debts. Delaware LLPs are popular among professional service firms: law firms, accounting practices, engineering partnerships, and medical groups.
LLP Formation Cost and Filing
To form or convert to an LLP, you file a Statement of Qualification. The filing fee is $300 per partner. For an LLP with 10 partners, the cost is $3,000. The same expedited options apply:
- Same day: add $100
- Next business day: add $50
- 24 hours: add $50
File through the eCorp Document Upload Service. The partnership agreement of a new LLP must state that the partnership is formed as a limited liability partnership (6 Del. C. 15-1001(b)).
LLP Annual Report and Filing Fee
Unlike LPs, LLPs file an annual report with a filing fee of $300 per partner per year. For a 10 partner LLP, the annual report fee is $3,000. However, the law caps the maximum annual report fee at $180,000 per LLP per year. This cap protects large partnerships with hundreds of members from paying a proportional amount.
The annual report is due by June 1 of each year following the calendar year in which the Statement of Qualification became effective (6 Del. C. 15-1003(b)). Late filing carries penalties and may result in loss of good standing. The Division's published instructions name LLCs, LPs and general partnerships as owing the $400 annual tax, not LLPs, so confirm with corp.delaware.gov whether it also applies to your LLP.
LLP Name Requirements
The partnership name must include "Limited Liability Partnership," "L.L.P.," or "LLP." The name must be distinguishable from all other LLP names on file.
Limited Liability Limited Partnerships (LLLPs) in Delaware
An LLLP combines the features of an LP and an LLP. It has general partners and limited partners. The general partners enjoy the liability protection of an LLP (shielded from negligence of other partners), while limited partners enjoy traditional LP liability protection (shielded from all partnership liabilities as long as they do not participate in management).
LLLP Formation Cost and Filing
To form an LLLP or convert an LP to an LLLP, you file a Statement of Qualification. The filing fee is $300 per partner, the same as for an LLP. Expedited processing adds $100 (same day) or $50 (next business day or 24 hours).
LLLP Annual Reporting
An LLLP files an annual report with a fee of $300 per partner per year, capped at $180,000 annually. The annual report is due by June 1 of each year following the calendar year in which the Statement of Qualification became effective. An LLLP is a limited partnership, so it also owes the $400 annual flat tax due June 1 each year.
LLLP Name Requirements
The partnership name must include "Limited Liability Limited Partnership," "L.L.L.P.," or "LLLP."
Side-by-Side Comparison: LP, LLP, and LLLP
| Feature | Limited Partnership (LP) | Limited Liability Partnership (LLP) | Limited Liability Limited Partnership (LLLP) |
|---|---|---|---|
| Formation Fee | $200 | $300 per partner | $300 per partner |
| Annual Report Required | No | Yes | Yes |
| Annual Report Fee | N/A | $300 per partner (cap: $180,000) | $300 per partner (cap: $180,000) |
| Annual Flat Tax | $400 | Confirm with the Division of Corporations | $400 |
| General Partner Liability | Full liability | Limited liability (shielded from partner negligence) | Limited liability (shielded from partner negligence) |
| Limited Partner Liability | Limited liability | All partners have limited liability | Limited liability |
| Management Required | By general partner(s) | All partners may manage | By general partner(s) or managing limited partner(s) |
| Best Use | Real estate funds, venture capital | Professional services, law/accounting firms | Hybrid structures needing both GP and LP protections |
Registered Agent Requirement
Every Delaware partnership must continuously maintain a registered agent with a physical street address in Delaware. The registered agent may be an individual resident of Delaware or a business entity authorized to act as a registered agent. Your partnership itself may serve as its own registered agent if it maintains a physical office in Delaware. Many out-of-state partnerships use a registered agent service; fees are set by each provider. A change of registered agent or office is filed for $50.
Business License and Gross Receipts Tax
If your partnership conducts business in Delaware, you must obtain a Delaware business license through Delaware One Stop. The annual license fee depends on your business category: $75 for most services, professional, and contractor categories; $90 for general retailers (which includes a $15 retail crime fee). The license expires December 31 each year.
Delaware has no sales tax. Instead, licensees pay a gross receipts tax at a rate set by license category. Rates include 0.3983% for services and wholesale, 0.7468% for retailers, 0.6472% for restaurants and contractors, 0.1991% for food processors, and 0.126% for manufacturers. The tax is filed monthly or quarterly, with a monthly exclusion of $100,000 (or $300,000 if you file quarterly). New businesses file quarterly. Confirm your specific category and rate with the Division of Revenue.
Filing Timeline and Checklist
Here is the typical sequence for forming a Delaware partnership:
- Prepare partnership agreement. Draft or finalize your partnership agreement, signed by all partners.
- Verify name availability. Search the Division of Corporations business registry.
- Prepare formation document. Prepare the Certificate of Limited Partnership (LP), Statement of Qualification (LLP/LLLP), or convert from an existing entity.
- File with Division of Corporations. File through eCorp or by mail. Processing time varies; expedited options available.
- Apply for Delaware business license. File through Delaware One Stop once your partnership is formed.
- Appoint or confirm registered agent. Ensure your registered agent address is current and included in your formation filing.
- Obtain an EIN from the IRS. If your partnership is taxed as a partnership, apply for an Employer Identification Number at no cost via the IRS.
- Register as a foreign partnership in other states (if applicable). If you do business in other states, register there separately.
Cost Summary for Year One
Below are typical first-year costs for forming a Delaware partnership:
- Limited Partnership (LP) with 1 general partner: $200 formation fee + $75 to $90 business license = $275 to $290 in Year 1. The $400 annual tax is due June 1 of Year 2. Add your registered agent's fee.
- Limited Liability Partnership (LLP) with 5 partners: $1,500 statement of qualification fee ($300 per partner) + $75 to $90 business license = $1,575 to $1,590 in Year 1. The first annual report ($300 per partner, $1,500 for 5 partners) is due June 1 of Year 2. Add your registered agent's fee.
- Limited Liability Limited Partnership (LLLP) with 3 partners: $900 formation fee ($300 per partner) + $75 to $90 business license = $975 to $990 in Year 1. The first annual report ($900 for 3 partners) and the $400 annual tax are due June 1 of Year 2. Add your registered agent's fee.
Note that the annual tax ($400) for Year 1 is not due until June 1 of Year 2, so it does not affect Year 1 costs. Annual reports for LLPs and LLLPs are due by June 1 of the year after the Statement of Qualification becomes effective, so the first one is due June 1 of Year 2.
When to Consult Professionals
While the filing process itself is straightforward, partnership law has nuances:
- Partnership agreements must address capital contributions, distributions, profit splits, dispute resolution, buyouts, and partner liability waivers. An attorney can draft or review these terms.
- Tax planning for partnerships requires an accountant or CPA. Partnerships are pass-through entities, and the tax treatment of distributions, losses, and partner basis can be complex.
- Professional liability insurance and protection strategies for professionals should be reviewed by an attorney licensed in your state and specialty.
Many partnerships have paid more in errors or missed deadlines than they would have spent on upfront professional advice. If your partnership is substantial or involves multiple partners, attorney and CPA review is a worthwhile investment.
Resources
- Delaware Division of Corporations (formation documents, fee schedule, rules)
- eCorp Document Upload Service (online filing portal)
- Delaware Business Name Search (verify partnership name availability)
- Delaware One Stop (business licensing and permits)
- Delaware Division of Revenue (business licensing, gross receipts tax, partner income tax information)
Disclaimer
This content is informational only and does not constitute legal, tax, or accounting advice. Partnership law is state-specific, and your individual circumstances may affect the best structure and filing strategy for your business. Consult with a Delaware-licensed attorney and a qualified accountant or tax professional before forming a partnership or making decisions about partnership structure. The fees, requirements, and statutes cited in this guide were researched as of October 2026 and may change. Verify current fees, processing times, and requirements directly with the Delaware Division of Corporations and Division of Revenue before filing.