When forming a business, it is important to consider the pros and cons of your chosen business structure. A Limited Partnership (LP) is partnership with at least one limited partner in addition to general partner(s). The general partners are fully liable for the partnership’s debts and liabilities while the limited partners enjoy limited personal liability for the debts and liabilities of the partnership.
A Limited Partnership enables an investor who will not be engaged in management to invest in a business without taking on any liability or risk beyond their initial investment in the partnership. The limited partner usually has no obligation to contribute any additional capital to the partnership, and therefore, does not have any economic risk of loss due to the partnership's liabilities.
A Limited Liability Limited Partnership (LLLP) is an extension of an LP whereby both the general and limited partners enjoy limited liability protection. Other than that, the characteristics of an LLLP are identical to those of an LP. The general partners run the business's day-to-day operations with no input from the limited partners who are only investors.
Both general and limited partners enjoy limited personal liability, and capital can be raised without involving outside investors in the business’s management. Note that limited partnerships are a state-level entity. Unlike a General Partnership (GP) which can be formed with simply a handshake between two people, LP and LLLP formation documents must be filed with the Secretary of State to register the partnership.
How to Form an LLLP in Wyoming
Currently, only twenty-six states provide for the formation of an LLLP, and Wyoming happens to be one of those. Wyoming has lower fees, stronger asset protection, and stricter privacy laws than other states like Nevada or Delaware.
In order to form a Wyoming LLLP, you will need to file a Certificate of Limited Partnership with the Wyoming Secretary of state. To do so, download the form from the Secretary of State’s website and complete it. Make sure to check the appropriate box to designate your partnership as an LLLP, rather than an LP. To complete the Certificate of Partnership for your Wyoming LLLP, you will need the following information:
- Name of your LLLP;
- Name and address of your registered agent for service of documents;
- Your business's mailing address and principal office address;
- Names and addresses of each of the partnership's general partners;
- Amount of capital contributed by the partnership’s limited partners;
- Date of dissolution; and
- Dated signatures of each of the partnership general partners.
File the Certificate of Limited Partnership
Before you file the Certificate of Limited Partnership with the Secretary of State, you must attach a signed Consent to Appointment from your registered agent as an addendum. You can then submit your Certificate of partnership by mail or in-person, along with a fee of $100. Once the Secretary of State has your formation documents, it should take no more than two weeks for you to receive confirmation that your Wyoming LLLP is active.
Contact a Wyoming Business Formation Attorney
Many business owners consider Wyoming to be the best state in the country for business formation. If you are thinking of forming your partnership in Wyoming, we would be happy to assist you with the process. Call us today to arrange a free consultation with an experienced Wyoming business formation attorney.