A software startup in California cannot register as a limited liability partnership at all. A five-partner consulting firm in Texas can, for $1,000 in state fees. Those two facts sum up how LLPs work in the United States. There is no federal LLP. Each state writes its own rules, sets its own fee and decides who may use the form, and several of the biggest states reserve it for licensed professionals such as lawyers, accountants and architects.
To register an LLP in the USA, you first pick the state, confirm that your partnership is allowed to register there, sign a partnership agreement and file the state’s LLP form with the secretary of state or division of corporations. Then you get an EIN from the IRS and keep up with the state’s annual or periodic filings. The details below compare New York, California, Texas and Delaware using the forms and fees on each state’s official site.
State-by-State Eligibility, Fees and New York’s Publication Rule
- LLPs are created under state law, so the form, fee and eligibility rules change from state to state.
- New York and California restrict LLPs to licensed professionals. Texas lets any general partnership with at least two general partners register.
- State fees run from $70 for California’s Form LLP-1 to $200 per partner in Texas and Delaware (fees as of November 2026).
- New York adds a newspaper publication rule: two papers within 120 days, then a $50 Certificate of Publication.
- For most small businesses without a professional license, an LLC is the simpler choice. The LLP makes most sense for professional firms whose state licensing rules point them to it.
How an LLP Comes to Exist Under State Law
In most states, an LLP is not a brand-new kind of company. It is a general partnership that files a registration with the state and gains a liability shield in return. The partners still run the business together and split the profits under their partnership agreement. What changes is that partners are protected, to the extent the state’s law allows, from personal liability for the partnership’s obligations.
That protection has limits everywhere. A partner remains on the hook for their own professional mistakes, and licensing boards still discipline the person, not just the firm. For a lawyer or an accountant, the LLP’s main job is to stop one partner’s malpractice claim from reaching the house of a partner who never touched the file.
Because the form is a partnership at heart, the federal tax picture is usually simple. The IRS treats a multi-owner LLP as a partnership by default. The firm files an information return and each partner reports their share of profit on their own return, as the IRS explains on its partnerships page.
Which States Limit LLPs to Licensed Professionals
This is the question that decides everything else, and it is where most generic guides fall short.
New York: Every Partner Must Be a Licensed Professional
New York’s Department of State says a partnership can register as an LLP only if it has no limited partners and each partner is a professional authorized by law to render a professional service, under section 121-1500(a) of the Partnership Law. That covers attorneys, licensed physicians and the professions listed in Title Eight of the Education Law, such as accountants, architects and engineers. A marketing agency or a bakery owned by two friends cannot use the form.
California: Licensed Professional Firms Only
California’s rules are tighter still. A 2024 Senate Judiciary Committee analysis sums up Corporations Code section 16101: registered LLPs are open to licensed professional firms in fields such as law, public accountancy and architecture. California also requires registered LLPs to carry security for claims arising from their professional work, through insurance or trust or escrow funds. Law firms have a further step. The State Bar runs its own LLP registration application for firms practicing law.
Texas: Open to Any General Partnership with Two Partners
Texas takes the opposite approach. Its Form 701 instructions let a general partnership or a limited partnership register, and they add one structural rule for general partnerships: there must be at least two general partners. The Secretary of State will not accept a registration that lists a single partner. A design studio, a restaurant group or a consultancy can all register.
Delaware: Per-Partner Fees, No Profession Test
Delaware, like Texas, does not tie LLP status to a profession. It does tie the price to headcount. The Division of Corporations’ fee schedule charges $200 per partner for the Statement of Qualification that creates the LLP, and another $200 per partner for each annual report.
State-by-State LLP Filing Requirements Compared
| State | Who can form an LLP | Formation filing | State fee | Filings after formation |
|---|---|---|---|---|
| New York | Partnerships whose partners are all licensed professionals | Certificate of Registration, then Certificate of Publication | $200, plus $50 for the Certificate of Publication | Publish in two newspapers within 120 days of registration |
| California | Licensed professional firms, such as law, public accountancy and architecture | Application to Register (Form LLP-1) | $70 | Keep required security; $30 annual confirmation (Form LLP-3) if using an alternative security provision |
| Texas | Any general partnership with two or more general partners, or a limited partnership | Registration of a Limited Liability Partnership (Form 701) | $200 per general partner | Annual report by June 1, $200 per partner |
| Delaware | Partnerships generally | Statement of Qualification | $200 per partner | Annual report, $200 per partner |
The chart shows why partner count matters. California and New York charge a flat fee. Texas and Delaware charge per head, so a growing firm pays more each year it adds partners. New York’s figure leaves out the newspaper bills, which vary by county and are often the largest single cost of forming an LLP there.
How to Register an LLP, Step by Step
The order below works in any state. The forms and fees differ, but the logic does not.
- Confirm eligibility. Check your state’s LLP statute and your licensing board’s rules. If your state limits LLPs to licensed professions and your firm is not one, stop here and look at an LLC.
- Sign a written partnership agreement. Cover capital, profit shares, voting, how a partner leaves and what happens when a partner loses their license. Partners in different offices often sign electronically, and our comparison of DocuSign alternatives covers cheaper tools for that.
- Choose a compliant name. The name must signal LLP status. Texas, for example, requires the phrase “limited liability partnership” or an abbreviation, and its Secretary of State does not review names at this stage, so the checking is on you. A business name generator can help you build a shortlist before you search the state database.
- File the state form and pay. New York’s Certificate of Registration costs $200, with optional expedited handling of $25 for 24 hours, $75 for same day or $150 for two hours. California’s LLP-1 can be filed online for $70. Texas Form 701 and Delaware’s Statement of Qualification are priced per partner.
- Publish if you are in New York. Within 120 days, publish the certificate or a notice in two newspapers chosen by the county clerk, then file the Certificate of Publication with the affidavits and a $50 fee.
- Get an EIN. A partnership needs an Employer Identification Number to file its federal return, open a bank account and hire staff. The IRS issues it free through its online EIN application. Texas asks for the EIN on Form 701, though you may state that it has not been obtained yet.
- Register for state taxes and local licenses. Sales tax, payroll accounts and city business licenses work the same way for an LLP as for any other business.
- Calendar every ongoing filing. Texas sends a notice by March 31 for the June 1 annual report, but its instructions say not receiving one is no excuse. A missed Texas report can lead to the registration being terminated.
Worked Example: A Three-Partner Accounting Firm
A three-partner CPA firm is eligible in all four states, so it makes a fair test. The figures below are state filing fees only. They leave out New York’s newspaper bills and California’s insurance or security costs.
| State | How the fee is set | Formation fees for three partners |
|---|---|---|
| California | Flat fee for Form LLP-1 | $70 |
| New York | $200 registration plus $50 Certificate of Publication | $250 |
| Texas | $200 per general partner on Form 701 | $600 |
| Delaware | $200 per partner on the Statement of Qualification | $600 |
The bigger difference shows up later. In Texas and Delaware, the annual report also costs $200 per partner, so the firm pays $600 every year. Over five years, that is $600 to form plus $2,400 for four annual reports, or $3,000 in state fees. Add two partners in year three and the bill rises, because each report is priced on the partners at the time of filing. That pricing quietly rewards firms that keep the partner list short and use salaried staff or non-equity titles for everyone else.
LLP vs LLC: The Choice Most Owners Actually Face
For most small businesses, the real decision is not LLP or nothing. It is LLP or limited liability company. The LLC exists in every state, takes one owner or many and has no profession test in most cases.
| Factor | LLP | LLC |
|---|---|---|
| Legal basis | A partnership registered under state partnership law | A separate entity under the state’s LLC act |
| Minimum owners | Two partners (Texas will not accept one) | One member is enough |
| Who can use it | Often limited to licensed professionals (New York, California) | Most lawful businesses |
| Management | Partners manage together under the partnership agreement | Member-managed or manager-managed |
| Federal tax default | Partnership | Partnership with two or more members; disregarded entity with one |
| State fees in our four states | $70 flat to $200 per partner | Delaware charges $110 to form a domestic LLC |
| Common users | Law, accounting and architecture firms | Startups, shops, agencies, freelancers, property owners |
Neither form suits a company that plans to raise venture money. Investors almost always want shares in a corporation, which is why instruments like the SAFE note are written for corporations rather than partnerships.
Five Mistakes That Trip Up New LLPs
Most problems with a new LLP come from deadlines and assumptions, not from the filing itself. These are the ones the state rules make easy to miss.
- Letting New York’s 120 days run out: the publication clock starts when the Certificate of Registration takes effect, not when you get round to calling the county clerk. Book the newspapers in the first week.
- Filing in Texas with one partner: the Secretary of State rejects a general partnership registration that lists a single general partner. Bring in the second partner before you file, not after.
- Trusting the state to check your name: Texas does not review LLP names at registration, so a clash with another business is your problem to find and fix.
- Forgetting California’s security rule: registration alone is not enough. California expects registered LLPs to keep security for claims, through insurance or trust or escrow funds, for as long as they operate.
- Ignoring the per-partner meter: in Texas and Delaware every new partner adds $200 to each annual report. Promote people to partner on purpose, not by habit.
Who Should Choose an LLP in the US
The LLP is the right tool for a narrow group, and the wrong one for almost everyone else.
- Professional firms in restricted states: a group of CPAs in New York or architects in California may find the LLP is the form their profession is expected to use, and the liability shield for other partners’ errors is the main prize.
- Existing partnerships: a general partnership in Texas or Delaware can add liability protection by registering, without reorganizing into a new entity.
- Firms that want partnership culture: some professional firms prefer the language and governance of partners and partnership shares over members and units.
Everyone else should usually start with an LLC. It takes one owner, has no profession test in most states and, in Delaware, costs $110 to form. If your business might bring in outside investors, look at a corporation instead.
Working across borders? Our guides to registering an LLP in Malaysia and registering an LLP in India show how other countries treat the form. Both allow most lawful businesses to use it, which makes the American restrictions stand out.
Once the firm is running, send clean, numbered bills from the start. Our free invoice generator creates them with the full LLP name, which helps clients see they are dealing with a limited liability firm.
Who Can Form One, EIN Needs and LLP or LLC for a Small Firm
Can Anyone Form an LLP in the United States?
No. It depends on the state. New York requires every partner to be a licensed professional, and California limits LLPs to licensed professional firms such as law, accounting and architecture practices. Texas lets any general partnership with two or more general partners register.
How Much Does It Cost to Form an LLP?
State fees range from $70 in California to $200 per partner in Texas and Delaware. New York charges $200 to register and $50 to file proof of publication, plus the cost of two newspaper notices.
Does an LLP Need an EIN?
Yes. A partnership needs an EIN to file its federal return and open a business bank account. The IRS issues EINs online at no charge.
How Is an LLP Taxed in the US?
By default, the IRS taxes a multi-partner LLP as a partnership. The LLP itself files an information return, and each partner pays tax on their share of the profit on their personal return.
Is an LLP or an LLC Better for a Small Business?
For most small businesses, an LLC. It allows a single owner, is open to almost any business and is simpler to set up. An LLP mainly suits licensed professional firms, especially in states that steer them toward it.
Secretary of State Forms and Fee Schedules in Four States
- New York Department of State: Certificate of Registration for Domestic Limited Liability Partnership
- New York Department of State: Domestic Limited Liability Partnerships
- California Secretary of State: Limited Liability Partnership forms and fees
- California Senate Judiciary Committee: AB 1862 analysis (2024)
- State Bar of California: LLP application and instructions
- Texas Secretary of State: Form 701 general information
- Delaware Division of Corporations: Fee schedule (revised August 2024)
- IRS: Get an Employer Identification Number
- IRS: Partnerships
