Overview

What if a corporation or a LLC is not the best fit for your business? Consider the possibility of forming a partnership. Choosing the right kind of partnership for your business can become a difficult decision when you are not sure about the advantages and disadvantages of each one. There are three types of partnerships: General Partnership, Limited Partnership and Limited Liability Partnership.  Below is an overview of the three partnerships.

You can prepare and file the partnership yourself, but you should understand the requirements of the intended state.  If you are unsure of forming the correct entity for you, we strongly suggest that you should consult an attorney or accountant.

Let us assist you in filing your California General Partnership, Limited Partnership or Limited Liability Partnership today.
 

Types

General Partnerships
 
A General Partnership is a type of business entity owned and operated by two or more persons, where liability, management tasks and profits are equally divided between both partners, unless stated in a partnership agreement. Both partners are responsible for all debts accrued by the business as both may have unlimited liability.

The partnership agreement is not required to be filed with the Secretary of State, but is recommended.

GP’s are quite similar to Sole Proprietorships expect for the formation of a partnership agreement-oral or written – which outlines the relationship and operational procedures of the partnership. When registering the business name the surnames of all the partners must be included in the name of the business in order to waive filing a fictitious or assumed name. Also, some states require filing a certificate that contains the name of the partnership, nature of business conduced and contact information of all partners in the GP. Termination of a General Partnership occurs upon the bankruptcy or death of either partner, if not a voluntary termination.  Both partners are liable, both together and individually, for the debts and obligations of the partnership. The partnership is not a separate entity for tax purposes, but items of income and lost, credits and deductions will be reported on the IRS Form 1065. A Scheduled K-1 Form also needs to be provided to each partner because it displays each partner’s distributive share of the partnership’s income or loss, credit or deduction. Such items are reported on their personal income tax return; taxes are paid at the individual tax rate.

Limited Partnership
 
A limited Partnership is a type of business entity where there are one or more general partners and one or more limited partners. The general partners are responsible for the operation and management, as well as possess unlimited liability for the debts and obligations of the partnership. General partners are admitted by unanimous written consent. The limited partners are the passive investors and are similar to shareholders of a corporation. For limited partners the liability is limited to the amount he or she invests in the partnership; provided they have no active role in the management of the LP.
 
A certificate of limited partnership is a required filing; depending on the state the certificate may be under a different name. The name chosen for an LP must include “Limited Partnership” or “L.P.” in the name and be available for use in the state the LP is filed in. The partners of an LP can also form a limited partnership agreement, which outlines the principle aspects of the business relationships.
 
Items of credits and deductions, income or loss are reported to the IRS on the form 1065. Partners must provide to each other Schedule K-1s which displays each partner's distributive share of the partnership's credit or deduction, income or loss. These items are reported on the partner's personal income tax returns and the partners will pay at the individual tax rate.

Limited Liability Partnership
 
In LLP, the partners enjoy some protection against personal liability. Each partner must be a person licensed under California laws to engage in the practice of public accountancy, law or architecture. The Limited Liability Partnership (LLP) is not a separate entity for income tax purposes; profits and losses are passed through to the partners and reported on each individual’s tax return. If the LLP is a closely held Partnership (meaning it has one or few shareholders, and does business primarily within a single state), forming the LLP within the home state is often preferable. A LLP that qualifies to do business in another state is subject to taxes and annual report fees from both the home state and the state of qualification. Besides cost, another disadvantage of forming outside of your home state is the possibility of having to defend a lawsuit in another state.

Getting Started

Download the state form
From our Get Started button you must choose which kind of partnership.  Then, from our link, download the partnership form you choose.

Choose a name
Limited Partnerships only.  We can assist in seeing if your name is available. Give us two or three names and we will check with the state.   Final name approval lies with the filing officer.

Choose a Registered Agent
Your partnership may be required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine.

California Partnership Kit

Our Partnership Kits include a custom binder, seal embosser, partnership agreements and meeting minutes, 20 Stock certificates, and more. You can order the California Corporate Kit at the same time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
 
Your filing is now on its way!  If we receive your California General Partnership Agreement by 3 pm M-F, your filing will be submitted the same day it was received. The date submitted will become the file date of your new entity. The Secretary of State office will take 7-10 business days to process routine orders. Keep in mind that if you mail in the documents to the state yourself, like many filing services do, you will have the wait SEVERAL WEEKS. Once the state approves your documents, they will issue a state entity number and one uncertified copy. If you need a certified copy, please add it to your order. We will immediately email the filed document to you. We will return the copy via regular mail.

How Fast

Routine: 7 – 10 Business Days

RUSH: 24 Business Hours

With our Rush Service, we can email you the filed copy the next business day. Documents must be received by 3 p.m.  PST on the day of the filing. Please note, if your filing is rejected, the state will not refund the rush fee. If you do not receive our email confirmation within one hour during normal business hours, please call us at 888-595-2747 to confirm your order.

Your filing is now on its way!  If we receive your California General Partnership Agreement by 3 p.m.
M-F, your filing will be submitted the same day it was received. The date submitted will become the file date of your new entity. The Secretary of State office will take 7-10 business days to process routine orders. Keep in mind that if you mail in the documents to the state yourself, like many filing services do, you will have the wait SEVERAL WEEKS. Once the state approves your documents, they will issue a state entity number and one uncertified copy. If you need a certified copy, please add it to your order. We will immediately email the filed document to you. We will return the copy via regular mail.

Complete and Upload

Complete and the upload the signed document back to us.  We will then file directly with the state. Once completed, we will email the documents back to you.