A limited liability partnership (LLP) is an existing general partnership that files a statement of registration with the Bureau of Corporations and Charitable Organizations, electing or claiming limited liability status under Chapter 82 of Title 15. A limited liability limited partnership (LLLP) is an existing limited partnership that files a statement of registration with the Bureau of Corporations and Charitable Organizations, claiming limited liability status, or has a provision in its Certificate of Limited Partnership electing or claiming limited liability status subject to Chapter 82. LLP/LLLP status provides the general partners with limitations and additional protection on their personal liability as general partners. Limited liability partnerships/limited liability limited partnerships are often professional partnerships, such as law firms or accounting practices.

 

An existing Pennsylvania general or limited partnership may claim limited liability status on the Statement of Registration [DSCB:15-8201A]. The limited partnership must be an existing limited partnership filed with Department of State in order to use this form. A limited partnership may also include a provision of its Certificate of Limited Partnership [DSCB:15-8621] electing to be subject to Chapter 82. Please see the forms and instructions, available on the Bureau’s Registration Forms page, for detailed information about the applications.

 

A Statement of Registration is not required by law to be prepared by an attorney. However, because of complex legal issues involved when starting any business, including tax considerations, it is advisable to seek legal counsel before filing to assure that all legal consequences receive proper consideration.

 

Any domestic or foreign limited liability partnership/ limited liability limited partnership in existence on December 31 of any year is required to file a Certificate of Annual Registration [DSCB:15-8221/8998). This form and the corresponding annual registration fee must be filed on or before April 15 of the following year. Failure to file the annual registration will result in additional fees, penalties and interest, up to and including termination of status as a LLP/LLLP. A Uniform Commercial Code lien will also be placed against the business until all fees have been satisfied.

 

No advertising is required when forming a domestic limited liability partnership/limited liability limited partnership.

 

REV 4.1.2017