A limited partnership (LP) is one way to set up your company. Other ways that your company can be set up include a sole proprietorship and a general partnership. What makes an LP different than other business structures is that it consists of two types of partners, with one type of partner enjoying limited liability in exchange for not controlling the LP and the other type of partner running the LP while being personally liable for the LP. The type of partner in charge of running the LP, and, thus, personally liable for all that the LP does, is known as a general partner. A limited partner is the other type of partner, and their limited liability allows them to protect their assets up to the amount they invested. You have to adhere to the requirements enforced by the Wyoming Secretary of State if you want to have an LP in Wyoming.
An LP must satisfy a handful of requirements, or it cannot legally and fully operate as an LP in Wyoming. In order for your LP’s name to be valid, it must include the phrase “Limited Partnership.” Your company must also choose a registered agent that can be served in case of any lawsuits towards the company. While the agent may be either a company who is registered in Wyoming or a resident of the state who is over the age of 18, they must be engages in the same line of work as the LP. Each partnership has to have at least two partners: one general partner and one limited partner. Every LP also needs to file paperwork with the Wyoming Secretary of State. Finally, an LP is required to maintain an office in the state that contains a copy of the aforementioned paperwork, as well as copies of any other paperwork filed with the Secretary of State, copies of the LP’s financial statements and tax returns for the past three years, and a current list of all the partners.
To register an LP, you will need to print out the appropriate paperwork from the Wyoming Secretary of State’s website and send it in via mail. The form you have to fill out if your LP is a domestic LP is called the Certificate of Limited Partnership. You will be asked by the form to provide the LP’s name, address, and end date. The form requires you to provide the names, addresses, and signatures of each general partner and the registered agent. You also need to list the amount of money to be contributed or that has been invested.
A foreign LP, which is an LP that began in another state or country, is required to fill out a different form than the one required for a domestic LP. That form is the Foreign Limited Partnership Application for Certificate of Registration, and it must be mailed in with a certificate of good standing from the LP’s original state or creation. To complete the form, you will have to list the LP’s name, the name it will use while transacting business in Wyoming, the jurisdiction where the LP originated, and the date when it was originally created. Additionally the form will ask you for almost all of the same information as the Certificate of Limited Partnership, except you will not be asked to disclose the LP’s initial amount of capital.
In Wyoming, you will not be required to pay any state taxes on the LP’s profits. This is because the profits of an LP are taxed through each partner’s personal income tax, and Wyoming does not have a personal income tax.
If you fail to register your LP with the state before doing business as an LP in Wyoming, you can face a fine of $5,000. In addition to registering, all LPs have to also file an annual report and pay a fee with the report. The fee is either $50 or two-tenths of one mill on the dollar ($.0002) of the LP’s assets, depending on which amount is higher.
When creating an LP, it is best to speak with a Wyoming business lawyer who can give you the right advice. A lawyer can help you set up your LP in a way that conforms to all of Wyoming’s legal requirements.