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How to to register a limited partnerships

What is a limited partnership?

A limited liability partnership is one of a kind to incorporate business, which has been divided into three categories and each partnership type has its own distinguished characteristics, that will be explained briefly below.

The distinguished features of Limited Partnership (LP):


Two of more partners can establish a limited partnership, and one member serve as a limited partner whereas the other serves as limited partner. A partnership agreement must be prepared by an attorney to avoid the future complications. Generally, a certificate of limited partnership is filed with the secretary of state to file an LP.


Generally, general and a limited partner duties are defined in the partnership agreement rather in the registration form, because it is an internal matter of the management, and secretary of state usually does not have a separate field of a limited partner. So, it is recommended to attach a partnership agreement at the time of filing with the secretary of state. It is a pass through entity for the tax purpose where all the partners report income at the end of the year on their Income Tax Return.


In a limited partnership, a general partner serve as inactive or a passive partner who contributes money to operate a business and does not have an involvement in the decision making.


A Non US resident can also file a limited partnership with the registered agent.


The distinguished features of Limited Liability Partnership (LLP) :


An LLP is different from an LP, all partners can participate in the management and in most states it is strictly for the professionals such as doctors, engineers, certified public accountants and other licensed professionals. It is also a pass through entity where managing partners pay taxes on their income tax returns and a Non Resident person cannot register it due to the local licensing requirement.


The distinguished features of Limited Liability Limited Partnership (L.L.L.P) :


It is an enhancement of the limited partnership and the limited liability partnership. It gives little more protection to general partners.