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E-Quick Package |
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 £ 32.00 | No Annual Charges | | |
 This is our most popular package with UK residents, and includes:
 The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be emailed to you upon formation of your company: A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
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Economy Package |
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| £ 82.00 | Annual Maintenance Fee £50.00 | | |
This is our most popular package with EU residents, and includes: The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
 The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be emailed to you upon formation of your company: A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
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Premier Package |
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| £ 131.95 | Annual Maintenance Fee £99.95 | | |
This is another one very popular package for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address but would rather not open local offices; This package is often chosen by such customers, who are looking to minimise a sole director personal liability (and who are not quite familiar with the new UK corporate legislation), because this package includes a provision of a nominee secretary for 12 months. This package is also includes: The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually); The following hard bound copy of corporate documents, will be posted to you upon formation of your company: A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
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Deluxe Package |
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| £ 256.95 | Annual Maintenance Fee £379.95 | | |
The Deluxe business start-up package is our most popular package with international customers, and includes: Incorporation of your company from scratch using one of our registered office addresses, our nominee director and nominee secretary, we will appoint your own candidate(s) to the role of shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually); The following two hard bound copies of corporate documents, will be posted to you upon formation of your company: A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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| Business Start-Up: Legal Requirements | | |
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
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Company Formation Home Page >> Incorporating in Delaware and Forming Delaware LLCs >> Limited Partnership FormationsSETTING LIMITED PARTNERSHIP IN DELAWARE. ESTABLISH LIMITED PARTNERSHIP Which business structure is right for you? What about an LP (Limited Partnership)? LPs have far more complex formation requirements than a regular partnership. A LP requires at least one general partner, who is fully responsible for partnership obligations and normal business operations, and at least one limited partner, often an investor, who is not involved in everyday operations and is shielded from liability for partnership obligations beyond the amount of their investment. Like a regular partnership, LPs do not pay tax, but must file a return for informational purposes. LP partners report their share of profits and losses on their personal income tax returns.
Definition of Limited Partnership. Choosing the entity that best suits your business and personal needs is an important decision and should not be taken lightly. Legal and tax advantages as well as disadvantages exist for each entity. It is strongly suggested that new business owners consult with both a tax accountant and an attorney to aid in making a proper decisions. A limited partnership (LP) consists of two or more persons, with at least one general partner and one limited partner. While a general partner in an LP has unlimited personal liability, a limited partner's liability is limited to the amount of his or her investment in the company. LP's are creatures of statute since they must file with the state to form them. Because of the limited liability of limited partnerships, they often are used as vehicles for raising capital. The limited partnership is a separate entity and files taxes as a separate entity. The statute that provided for the formation of limited partnerships was the Uniform Limited Partnership Act (ULPA), which dates back to 1916. In 1976, ULPA was revised into the Revised Uniform Limited Partnership Act (RULPA), which was amended in 1985 to address the issue of limited partners' taking control. RULPA states that a limited partner shall not be liable as a general partner unless he or she takes control of the business. However, a limited partner is not considered to control the business if he or she is a member of the board of directors.
In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth: The name of the limited partnership; The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title; The name and the business, residence or mailing address of each general partner; and any other matters the partners determine to include therein. A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited partnership's certificate of limited partnership. If you have any questions please E-Mail or call us: Call FREE 0800 081 1510 or 1877 557 5939, Overseas Residents: +44 845 020 4269 or +44 20 7748 3039, Fax: +44 20 7681 3318.
 You May Use This Link to Check Out Our Low Cost Incorporation Prices » We Can Incorporate Your Business in Any of the 50 States |
Because the general partner is exposed to unlimited personal liability, LP's sometimes are set up so that the general partner is a corporation or an LLC.
Distinctions Between Limited Partnerships and General Partnerships: Three distinctions between limited partnerships and general partnerships are: LP's are created by statute, not by intentions of the partners. Ability to override the partnership agreement. Tax treatment - a limited partnership normally has pass-through taxation, but must meet certain criteria to avoid being taxed as a corporation.
Limited Partnerships Taxation. As in a general partnership, income can be allocated each year among the partners in a way that minimizes taxes. If the limited partnership meets a minimum number of criteria related to limited liability, centralized management, duration, and transferability of ownership, it can enjoy the benefits of pass-through taxation; otherwise it will be taxed as a corporation.
Advantages of Limited Partnership. LPs provide a legal structure to the establishment of the business. From a capital investment standpoint, limited partners are shielded from the liability in that their liability is dependent upon the amount of capital invested. In addition, dividends distributed to all partners are reported on the partners' personal income tax return. There are no restrictions as to the amount of dividends that the general partners may receive from the business. General partners of a LP may be in the form of another person or company (!).As a separate legal entity, LP's may own property, sue, and be sued in LP's name.
 Limited Partnerships in Delaware. Limited partnership and domestic limited partnership mean a partnership formed by 2 or more persons under the laws of the State of Delaware and having 1 or more general partners and 1 or more limited partners, and includes, for all purposes of the laws of the State of Delaware, a limited liability limited partnership. Limited partnership may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of granting policies of insurance, or assuming insurance risks or banking.
Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
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| The advantages of a Delaware limited partnership include the tax advantages that a limited partnership possesses under federal and State of Delaware income tax law.
The freedom of contract principles of Delaware's business statutes.
The ease of forming a limited partnership under the Act and the protections contained in the Act relating to the liability of limited partners.
A limited partnership is a partnership consisting of two classes of partners, general partners and limited partners.
A general partner has general liability for all partnership debts, and he has the responsibility and authority to manage partnership business.
The general partner controls the partnership’s investments, distributions, and other business decisions.
A limited partner has an investment interest in the partnership, and he plays a passive role in partnership business.
An individual can be both a general partner and a limited partner in an LP.
An LP interest and a membership interest in an LLC are both intangible property and both types of interest are assignable and transferable subject to restrictions of the LP agreement.
Asset protection is available by virtue of the limited procedural remedy given to creditors to levy upon a debtor limited partner's.
 +44 (0) 207.060.0382
 + (1) 877.557.5939
 info@usaformation.com |
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A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any limited partner or class or group of limited partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding.
While we can help you take the steps necessary to create a Delaware Limited Partnership, Delaware law requires that the instrument of formation of a limited partnership be signed by all of the general partners. If you want to become familiar with the description and the contents of Delaware Limited Partnership (LP) formation packages, offered by Coddan and to find above, what kind of service is included in this or that Limited Partnership registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the limited partnership incorporation within USA, 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 LLCs 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: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7060 0382, Fax: +44 20 7681 3318 or USA Toll Free: 1 877 557 5939.
 CODDAN IS A REGISTERED AGENT FOR DELAWARE CORPORATIONS, LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS. WHAT IS A LIMITED PARTNERSHIP? Forming a new limited partnership using our online limited partnership questionnaire is a simple, complete and fast way to form a new partnership. Our online partnership formation services are designed for sole proprietors, do-it-yourself start-ups, small businesses, entrepreneurs, attorneys, accountants and others wishing to organize a California limited partnership, a Delaware limited partnership, a Florida limited partnership, a New York limited partnership, or Arkansas or Oregon limited partnership. We offer you a complete package of limited partnership organization services similar to what you would obtain if you hired an attorney to incorporate your business, but at a fraction of the cost. Our partnership formation papers include everything you need to organize your new limited partnership properly. Our complete partnership package is personalized for your new company, unlike other do-it-yourself business incorporation papers that are not prepared specifically for your new partnership. Our limited partnership incorporation services include the following:
Check business name availability for your new limited partnership
Prepare and file Certificate of Limited Partnership for your new California limited partnership, Delaware limited partnership, Nevada limited partnership, New York Limited Partnership, Arkansas, Oregon or Texas limited partnership
Act as registered agent for service of process for your limited partnership in California, Delaware, Florida, Nevada, New York, Arkansas, Oregon or Texas
Supply a Corporate Kit, which includes a minute book, company seal and limited partnership certificates for your new limited partnership
Prepare a Partnership Agreement for your new limited partnership
Prepare IRS Form SS-4 Application for Employer Identification Number
We offer you the option to organize a California limited partnership, incorporate a Delaware limited partnership, register a Florida limited partnership, set-up a New York limited partnership, register a limited partnership in Nevada, or establish an Oregon limited partnership. In general, most people forming a new limited partnership find it advantageous to incorporate in the State in which the business is located. If the business is located in California, it is often best to incorporate your limited partnership in California. If the business is located in Florida, it is often best to incorporate in Florida, etc. You may order any of these limited partnership documents individually, or you may order all of them as part of a complete limited partnership incorporation package.
You may choose to join forces with one or more other people to own and operate your business, as a partnership, in legal terms. A partnership is a contractual relationship in which two or more persons carry on a business, sharing the potential for financial loss as well as the potential for earning a profit. While it's possible to begin a partnership without having any kind of formal, written agreement between the partners, doing so is a very bad idea. In a partnership, the actions of one of the partners is legally binding on all the other partners in the business. If you don't have a written agreement which sets out the limits to what each partner can do, you could be faced with paying off debts incurred without your knowledge or approval by one of your partners. By having a written partnership agreement, you can set out the duties and rights of each of the partners. With a written agreement, you can also provide for the way in which the partnership's profits will be split, how a partner can sell or transfer his interest in the partnership to another, and what will happen to the partnership's assets if the partners decide to end the business. A partnership is considered a separate entity by the Internal Revenue Service, and is required to file an annual tax return. But the partnership doesn't pay taxes; each partner reports his share of the partnership's profits on his individual tax return.
There are 4 types of partnerships:
General partnership: in which each of the partners has personal responsibility for all debts and liabilities of the business; and each partner is authorized to sign contracts and carry on all the business of the partnership, and each partner faces full legal liability for all its debts.
Limited partnership: which requires filing with the state but allows the partners who are not active in managing the business - the 'limited partners' - to be protected from personal liability for the partnership debts. At least one general partner is responsible for the management of the business activities of the partnership. The other partners, called limited partners, play no management role, but act merely as investors. As a result, the limited partners are not exposed to financial liability beyond the amount they have invested in the partnership. Most states have adopted the Uniform Limited Partnership Act to regulate the way limited partnerships operate. For example, the Act limits the kind of investment a limited partner can make to cash or property; personal services cannot be considered as an investment in the partnership. Most states require limited partnerships to disclose the nature of the partnership to the public, such as by using the letters 'LTD' after the business name.
Limited liability partnership: - similar to limited liability company (LLC), limited liability partnerships (LLPs) are organized under state law and offer a degree of liability protection for individual partners. For Federal tax purposes, limited liability partnerships follow the same entity classification rules as Limited Liability Company. A limited liability partnership may elect to be treated as a corporation by filing Form 8832. If no election is made, the limited liability partnership is treated as a partnership and files Form 1065. The limited liability partnership is essentially a general partnership in form, with one important difference. Unlike a general partnership, in which individual partners are liable for the partnership's debts and obligations, an LLP provides each of its individual partners protection against personal liability for certain partnership liabilities.
Family limited partnership: a less common type of arrangement in which family relationship exists among the general and limited partners. There can be significant tax benefits with this type of partnership.
Unless you make the appropriate state filings and follow the laws regarding limited partnerships, a partnership will be treated as a general partnership.
Forming a new limited partnership using our online limited partnership questionnaire is a simple, complete and fast way to form a new partnership. Our online partnership formation services are designed for sole proprietors, do-it-yourself start-ups, small businesses, entrepreneurs, attorneys, accountants and others wishing to organize a California limited partnership, a Delaware limited partnership, a Florida limited partnership, a Nevada limited partnership, a New York limited partnership, or a Texas limited partnership. We offer you a complete package of limited partnership organization services similar to what you would obtain if you hired an attorney to incorporate your business, but at a fraction of the cost. Our partnership formation papers include everything you need to organize your new limited partnership properly. Our complete partnership package is personalized for your new company, unlike other do-it-yourself business incorporation papers that are not prepared specifically for your new company.
We offer you the option to organize a California limited partnership, organize a Delaware limited partnership, organize a Florida limited partnership, organize a New York limited partnership, organize a Nevada limited partnership, or organize a Texas limited partnership. In general, most people forming a new limited partnership find it advantageous to incorporate in the State in which the business is located. If the business is located in California, it is often best to incorporate your limited partnership in California. If the business is located in Florida, it is often best to incorporate in Florida, etc.
LIMITED PARTNERSHIP. INTRODUCTION A limited partnership may have an officially recognised presence in a jurisdiction, with an address and in some places a registered number, but nevertheless be treated as wholly transparent for tax purposes, with the consequence that it may receive income whose source is outside the jurisdiction and distribute it to partners who reside outside the jurisdiction, without giving rise to any tax liability in the jurisdiction in which it is established. This phenomenon offers a number of opportunities for international tax planning, notably in overcoming problems created by blacklists.
The limited partnership has also a wider - and perhaps more significant - use as a vehicle for joint ventures. The typical example is that of the American company and the Brazilian company coming together to exploit some know-how or process; the Brazilian company will manage the venture, the US company will simply be an investor; the Brazilian company does not want to be involved in a US vehicle and the American company does not want to be involved in a Brazilian vehicle. By operating through a fiscally transparent limited partnership - of which the Brazilian company may be the managing partner and the US company the limited partner - the US company pays its tax on its share without being answerable to the tax authorities in Brazil, and the Brazilian company is liable for its tax on its share, without interference from the IRS.
Such partnerships are commonly formed in a zero-tax jurisdiction and most of these jurisdictions have enactments under which limited partnerships can be formed; in such a case, of course, there are no local tax consequences to consider. In the offshore business, legislating has become a branch of marketing, and it comes as no surprise that many of the taxing jurisdictions which offer zero-tax companies have recently enacted laws providing for limited partnerships. The focus of this book, however, is on countries in which companies are taxed, but a limited partnership is free of local tax on income, which arises elsewhere.
LIMITED PARTNERSHIP. OVERVIEW A limited partnership (LP) is a particular form of partnership that has at least one partner who is personally liable for partnership debts (the 'general partner') and one partner who is protected from personal liability for the partnership debts but cannot be active in managing the business (the 'limited partner'). The key difference between a general and limited partner concerns management decision making. The general partners run the business, while limited partners, who are usually passive investors, are not allowed to make day-to-day business decisions. Establishing this kind of business entity requires that a limited partnership certificate and/or agreement be created and filed with appropriate regulatory agencies.
As with sole proprietorships and general partnerships, this kind of entity is not taxed, but profits and losses are passed through to the general and limited partners. This is a good entity to form if you are raising money but don't want management involvement from outside investors. The law provides limited risk for the limited partner, but only so long as the limited partner plays no active role in the day-to-day management and operation of the business. In effect, the limited partner is very much like an investor who buys a few shares of stock in a corporation but has no significant role in running the corporation. To have a limited partnership, it is necessary to have one or more general partners run the business and have full personal liability and one or more limited partners who play a passive role. Any type of entity can be a partner. If a corporation is the only general partner, the IRS imposes rules as to the minimum net worth of that general partner.
Considering forming a limited partnership when: you and your partners (if any) are raising private money (selling securities) but don't want management involvement from outside investors. You want to provide your investors protection from personal liability but don't want the hassle of forming a corporation. All you want to have to file is a limited partnership Certificate and/or Agreement with appropriate regulatory agencies. You and your partners are not concerned about your own personal liability for the obligations of your business. You and your partners want to report profit/loss on your own taxes.
Forming a limited partnership in Delaware. While Coddan can help you take the steps necessary to create a Delaware limited partnership, Delaware law requires that the instrument of formation of a limited partnership be signed by all of the general partners.
Since the Delaware Revised Uniform Limited Partnership Act (the 'Partnership Act') was enacted in January 1983, Delaware has increasingly become a major forum of choice for the organization of limited partnerships. The Partnership Act has been amended periodically since its enactment to keep it responsive to the needs of entrepreneurs and business leaders.
There are now almost 23,000 limited partnerships that have been formed in Delaware or have redomiciled to Delaware. The advantages of a Delaware limited partnership include the freedom- of-contract principles that underlie the law of business organizations in Delaware, the ease of forming a limited partnership under the Partnership Act and the protections contained in the Partnership Act relating to the liability of limited partners.
HOW EASY IS IT TO SET UP AND RUN A LIMITED PARTNERSHIP? In addition to a partnership agreement, which explains the partner's rights and responsibilities, forming a limited partnership requires that a form be filed with the proper state office. The type of form varies from state to state. It should include the name of the limited partnership, the name and address of each general partner, a mailing address for the limited partnership and the latest date the limited partnership will dissolve. If the document is not filed or is improperly filed, a limited partner could be treated as a general partner and thus lose the protection of limited liability.
THE AMOUNT AND TYPE OF INVESTMENT NEEDED TO START A PARTNERSHIP The partner can invest any amount, subject to agreement of the other partners. Investment can be in the form of cash, tangible assets such as equipment, intangibles such as customer lists and goodwill, or even labor and services. Unlike a sole proprietorship, though, the value of the contributed labor and service is usually taxable income to the partner providing the service.
LIABILITY OF GENERAL AND LIMITED PARTNERS Each general partner is subject to unlimited personal liability for the debts of the partnership. Each general partner is also liable for the negligence of another partner and of the partnership's employees when a negligent act occurs in the usual course of business. Limited partners have no liability for the debts of the partnership beyond their investment in the partnership.
INCOME TAX CONSIDERATIONS Each partner pays tax on his or her share of the profits, whether distributed or retained, and each is entitled to the same proportion of the partnership deductions and credits. The partnership must prepare an annual information return for the IRS known as Schedule K-1, Form 1065, which details each partner's share of income, credits and deductions, and which the IRS uses to check against the individual returns filed by the partners. If the partnership has losses, the partners may be able to deduct their share of the losses on their individual returns. However, the arcane rules are complex and depend on the involvement of the partner in the operation of the business, on how much the partner invested, how much partnership income the partner has paid tax on and how much cash the partnership has previously distributed to the partner. (That is, cash distributions can affect income tax in a loss situation). If you have a partnership with a loss, get some professional help.
MANAGEMENT OF A LIMITED PARTNERSHIP Typically, the general partners of a limited partnership conduct the day-to-day business and affairs of the limited partnership and are involved in the management of the limited partnership's business. A limited partner is generally a partner of the limited partnership who does not participate in the management of the business but who invests in the limited partnership in exchange for certain economic rights (including the right to participate in the profits of the business venture).
To the extent that a partner has duties (including fiduciary duties) to the partnership or another partner, any such partner acting under the partnership agreement will not be liable to the partnership or other partners for such partner's good faith reliance on the partnership agreement. The partnership agreement may itself expand or restrict a partner's duties.
While a limited partner does not commonly participate in the management of the partnership, Delaware allows limited partners to exercise broad democracy rights without being deemed to be participating in the control of the business and thereby sacrifice protection from general liability. For example, limited partners may be independent contractors for or transact business with the limited partnership, be an agent or employee of the limited partnership, or be an officer, director or stockholder of a corporate general partner, without being deemed to participate in control of the business of the limited partnership.
In addition, limited partners of a Delaware limited partnership can consult with and advise general partners on business affairs, can lend money to the partnership, can call, request or attend and participate at meetings of the partners, can serve on committees of the limited partnership, can make determinations relating to investments of the partnership and can take such other actions as may be specified in the partnership agreement without being deemed to be participating in the control of the business of the partnership. This is a significant advantage of the Delaware limited partnership statute, since limited partners can be actively involved in monitoring their investments in the limited partnership without becoming liable as general partners. In comparison, the limited partnership statutes of most other states significantly restrict a limited partner's ability to participate in management without losing the protection of limited liability.
SETTING UP A LIMITED PARTNERSHIP The limited partnership is a hybrid containing elements of both the partnership and the corporation. A limited partnership may be formed by parties who wish to invest in a business and, in return, to share in its profits, but who seek to limit their risk to the amount of their investment. The law provides such limited risk for the limited partner, but only so long as the limited partner plays no active role in the day-to-day management and operation of the business.
In effect, the limited partner is very much like an investor who buys a few shares of stock in a corporation but has no significant role in running the corporation. To establish a limited partnership, it is necessary to have one or more general partners run the business and have full personal liability, and one or more limited partners who play a passive role.
Forming a limited partnership requires that a document be filed with the proper state office. If the document is not filed or is improperly filed, the limited partner could be treated as a general partner and thus lose the protection of limited liability. In addition, the limited partner must refrain from becoming involved in the day-to-day operation of the partnership. Otherwise, the limited partner might be found to be actively participating in the business, and thereby held to be a general partner with unlimited personal liability.
DELAWARE LIMITED PARTNERSHIP TAXATION Limited partnerships, like general partnerships, are not ordinarily structured as taxable entities, but rather as conduits or "flow-through entities" for purposes of liability for and payment of income taxes. By comparison, corporate income is potentially subject to "double taxation", once at the corporate level (in other words, the corporate entity is itself taxed) and again at the stockholder level when dividend income is distributed to the stockholders. In contrast, under U.S. federal tax law, a partnership itself is not subject to income tax, but rather the partners are taxed on their distributive shares of the partnership's taxable income. In addition, cash distributions by a partnership are tax free to the partners to the extent of their respective bases in their partnership interests, and excess distributions are normally taxed at capital-gains rates. By way of contrast, cash distributions by a corporation (other than an S corporation) are taxable to stockholders as ordinary income to the extent of the current and accumulated earnings and profits of the corporation, and excess distributions are considered a return of capital or capital gain. In addition, in a partnership, special allocations of profits and losses may be made for tax purposes that are disproportionate to equity interests, so long as the special allocations have "substantial economic effect".
We have been asked to review limited partnerships in the United States. In particular, we are asked to assume that all the partners of the partnership are non-resident aliens as to the United States and that all of the income of the partnership arises outside of the United States. Given these assumptions, it is still unclear whether the partnership is engaged in business (for tax purposes) in the U.S. or whether its income is technically U.S. source income. As for the latter issue, it is clear that the intention is that the income of the partnership not be U.S. source in the technical sense. Before going into the details of limited partnerships as narrowed by the assumptions, there are certain general matters relating to limited partnerships which it is essential for the reader to consider. First of all, the United States is a federal state. All partnership law is state law and potentially, each state may have different rules relating to limited partnerships. Not to worry, however, because state statutes relating to limited partnerships are based upon the Uniform Limited Partnership Act ("ULPA") of the National Conference of Commissioners on Uniform Laws, which is in effect with minor local variations in forty-nine (49) states of the United States and the District of Columbia.
Thus, although the author intends to restrict his remarks to Florida law what is said is likely to be applicable in all of the states and the District of Columbia and the U.S. Virgin Islands. It should be remembered, however, that the United States is in the throes of that tragic cliche, change. As of the date of this writing, a new form of entity, called a limited liability company, is rapidly absorbing the functions of a limited partnership as the vehicle of choice in the United States. This is because, while the limited liability company may be taxable as a partnership (in more or less the same way as a limited partnership) it provides limited liability for all of its members without complications or a minimum of two entities. Where parties wish to have a partnership for federal income tax purposes with limited liability for all of the members, it is normal to establish a limited partnership and to vest the general partnership interest in a corporation. Through this medium, one person can beneficially own an entire limited partnership. Thus, to attain universal limited liability in the partnership form, it is necessary to have a minimum of two entities with accompanying complication and cost. The limited liability company eliminates this necessity while retaining virtually the same infinite flexibility that is available with regard to partnerships.
That said, the limited partnership as an entity of choice remains very important in the United States and has achieved a new birth of interest because of the estate planning potential of something called a family limited partnership (although even here the use of the limited liability company has achieved inroads).
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Limited Partnership Formation
