Partnerships, LLP, & LP

General Partnerships | Limited Liability Partnerships | Limited Partnerships

 

General Partnerships

A general partnership is an oral, written, or implied agreement between two or more people to carry on as co-owners a business for profit formed under 11 V.S.A. § 3212, to include all amendments to this agreement.

Foreign (non-Vermont) General Partnerships Doing Business in Vermont

Under Vermont Law, there is no distinction between domestic and foreign general partnerships. To register an existing out-of-state General Partnership to do business in Vermont, simply file the Statement of Partnership Authority form below. 

General Partnership Law

Please see Title 11 V.S.A. Ch. 22 SubCh. 1-9 of the Vermont Statutes Online for more information to review the sections relating to general partnerships.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

Registering Your General Partnership

To register a general partnership with the Vermont Office of the Secretary of State, please refer to the following form:


Once registered, you must renew your general Partnership very five years. Once the partnership has expired, it cannot be reinstated—a new agreement would have to be filed. For more information regarding renewals, please see “Manage Your Registration.”


Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

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Limited Liability Partnerships (LLP) 

A limited liability partnership (LLP) is a partnership that voluntarily registers with the Corporations Division as an LLP. The law specifically allows any partnership to register as an LLP. The primary reason for a partnership to register as an LLP is that the partners in an LLP will not have individual or personal liability for a partnership’s debts. By having this liability shield, the partner is placed in a similar position to that of a stockholder in a corporation.

An obligation of an LLP is solely the obligation of the LLP. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being, or so acting, as a partner.

Foreign (non-Vermont) LLPs Doing Business in Vermont

If you are an existing out-of-state LLP and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Statement of Foreign Qualification (LLP) form below. 

Limited Liability Partnership Law

Please see 11 V.S.A. Ch. 22 SubCh. 10-11 of the Vermont Statutes Online for more information on LLPs.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

Registering a Limited Liability Partnership

To register an LLP, please select the applicable form:


Once registered, you must renew your LLP annually between January 1 and April 1. For more information regarding renewals, please see “Manage Your Registration.”


Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

Search Businesses

 

Limited Partnerships (LP)

The limited partnership (LP) is a partnership formed by two or more persons and having one or more general partners and one or more limited partners

Foreign (non-Vermont) LPs Doing Business in Vermont

If you are an existing out-of-state LP and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Foreign Limited Partnership Registration (non-Vermont LP) form below. 

Limited Partnership Law

Please see 11 V.S.A. Ch. 23 of the Vermont Statutes Online for more information on LPs.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

Registering a Limited Partnership

To register an LP, please select the applicable form:


LPs are, uniquely, not renewed on a specific schedule. For more information regarding LP renewals, please see “Manage Your Registration.”


Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

Search Businesses

 

Coming soon: All registration, management, and closing functions will occur via our Online Business Service Center.

This page was last updated: 2014-08-14