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Limited Liability Partnership (LLP)

A partnership where every partner can manage the business — and every partner gets the state's liability shield. The structure of choice for law firms, accountants, and other professional practices.

What an LLP does

A limited liability partnership is a general partnership that registers with the state so its partners are not personally responsible for the partnership's debts — and, in most states, not responsible for another partner's professional mistakes. That last part is why professional firms favor it: your partner's malpractice case shouldn't reach your house.

Every partner in an LLP may participate in management. That is the practical difference from a limited partnership (LP), where limited partners are passive investors and at least one general partner carries the liability, and from an LLLP, which is an LP that extends the shield to its general partners.

Things to know before you file

  • Some states limit LLP registration to licensed professions; others allow any business. We can confirm your state's rule before you commit.
  • The name generally must carry an LLP designator ("LLP," "L.L.P.," or "Registered LLP," varying by state).
  • Most states require an annual report or renewal to keep the registration effective.
  • Every LLP needs a registered agent in its formation state — InCorp covers all 53 U.S. jurisdictions at a flat rate.

Not sure an LLP is the right structure? Use our entity wizard or compare entity types side by side — and for a decision that fits your liability and tax picture, talk to your attorney or accountant. InCorp is not a law firm and does not provide legal advice.

LLP questions, answered

What is a limited liability partnership (LLP)?
An LLP is a general partnership that registers with the state to give its partners protection from personal liability for the partnership’s obligations — and, in most states, from liability for another partner’s malpractice or misconduct. All partners can take part in managing the business, unlike the limited partners in an LP.
How is an LLP different from an LP or an LLLP?
In a limited partnership (LP), at least one general partner manages the business and remains personally liable, while limited partners are passive investors with liability protection. An LLP has no passive tier — every partner may manage, and every partner receives the statutory liability shield. An LLLP is a limited partnership that elects liability protection for its general partners as well. Which structure fits depends on who will manage the business and how liability should sit — a question for your attorney.
Who typically forms an LLP?
LLPs are most common among licensed professional practices — law firms, accounting firms, architecture and engineering practices, medical groups. In fact, some states limit LLP registration to licensed professions, while others allow any business to register. Check the rules in your formation state, or ask us to.
How is an LLP taxed?
By default an LLP is a pass-through entity: the partnership files an information return and profits or losses flow through to the partners’ personal returns. State-level franchise or annual fees vary by state. A tax professional can advise on how that compares with an LLC or corporation for your situation.
How do I form an LLP?
Generally: choose a compliant name (most states require a designator such as "LLP" or "Registered LLP"), file the state’s LLP registration — often called a statement of qualification or certificate of limited liability partnership — appoint a registered agent, and keep up with the state’s annual report or renewal. InCorp prepares and files the registration and can serve as your registered agent in all 50 states, D.C., Puerto Rico, and the U.S. Virgin Islands.

Ready to register your LLP?

We prepare and file in any state, and we can be your registered agent everywhere you operate.

Start Your LLP

or call (800) 2-INCORP for a free consultation