Setting Up a Business Partnership in Delaware (2026)
Reviewed by DocDraft Legal Team · Delaware · Last updated 2026-05-18
Going into business together in Delaware starts with the Revised Uniform Partnership Act, which sets out when a partnership exists; section 15-801 sets out when it ends. Delaware files its LLP and LLLP annual reports with the Division of Corporations by June 1. The sections below detail the Delaware formation rule, partner-authority default, LLP and LP filings, partnership tax return, and periodic report.
Key Considerations
Partnership law in Delaware runs on the Revised Uniform Partnership Act. Delaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation. On the formation question, Optional Statement of Partnership Existence may be filed with the Delaware Secretary of State under Del. Code Title 6 section 15-303. No state filing required to form a partnership.
Once the entity exists, the tax return and the entity report are the two recurring filings. Delaware partnerships file Form 300 (Delaware Partnership Return) with the Delaware Division of Revenue. Federal counterpart: IRS Form 1065. Delaware LPs and LLPs also pay an annual tax to the Division of Corporations. Delaware LLPs and LLLPs file an annual report with the Division of Corporations by June 1.
The Limited Liability Partnership and Limited Partnership routes in Delaware require their own paperwork. Filed with the Delaware Secretary of State as a Statement of Qualification under Del. Code Title 6 section 15-1001. Specific filing-fee dollar amount on the Division of Corporations fee schedule to be re-confirmed. Filed with the Delaware Secretary of State as a Certificate of Limited Partnership under Del. Code Title 6, Chapter 17 (Delaware Revised Uniform Limited Partnership Act).
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Relevant Documents
The Delaware document set for setting up a business partnership, governed by Delaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation, is: the partnership agreement; the LLP registration filing, Filed with the Delaware Secretary of State as a Statement of Qualification under Del. Code Title 6 section 15-1001. Specific filing-fee dollar amount on the Division of Corporations fee schedule to be re-confirmed.; the LP Certificate filing, Filed with the Delaware Secretary of State as a Certificate of Limited Partnership under Del. Code Title 6, Chapter 17 (Delaware Revised Uniform Limited Partnership Act).; the state partnership tax return, Delaware partnerships file Form 300 (Delaware Partnership Return) with the Delaware Division of Revenue. Federal counterpart: IRS Form 1065. Delaware LPs and LLPs also pay an annual tax to the Division of Corporations.; the periodic report to the Secretary of State, Delaware LLPs and LLLPs file an annual report with the Division of Corporations by June 1.; and the wind-up authority, Del. Code Title 6 section 15-801 lists the events causing dissolution and winding up of a partnership
Buy-Sell Agreement
A contract that outlines what happens to a partner's share of the business if they die, become disabled, retire, or wish to sell their interest in the partnership.
Partnership Agreement
A comprehensive contract that outlines the rights, responsibilities, and obligations of all partners, including profit sharing, decision-making authority, capital contributions, dispute resolution, and dissolution procedures.
Partnership Capital Contribution Agreement
A document that specifies the initial and ongoing capital contributions of each partner, including cash, property, services, or other assets.
Partnership Operating Procedures
An internal document that details day-to-day operations, management responsibilities, and standard procedures for the partnership business.
Relevant Laws
Delaware Revised Uniform Partnership Act (DRUPA)
This is the primary law governing partnerships in Delaware. It covers formation, operation, and dissolution of partnerships. The Act provides default rules that apply when partners don't have specific agreements on certain matters. Understanding DRUPA is essential when forming a partnership in Delaware.
Delaware Certificate of Partnership Existence
While general partnerships don't require formal filing in Delaware, you may file a Certificate of Partnership Existence with the Secretary of State. This provides official recognition of your partnership and may be required by banks, lenders, or other businesses you work with.
Delaware Partnership Tax Requirements
Partnerships in Delaware are pass-through entities for tax purposes. The partnership itself doesn't pay income tax, but must file an annual partnership return. Partners report their share of partnership income on their personal tax returns. Delaware has specific tax filing requirements that differ from federal requirements.
Delaware Business License Requirements
All businesses operating in Delaware, including partnerships, must obtain a Delaware business license from the Division of Revenue. Different types of businesses may require additional licenses or permits depending on their activities.
Delaware Partnership Agreement Requirements
While not technically a law, Delaware strongly recommends creating a written partnership agreement. Without one, the default provisions of DRUPA will govern your partnership, which may not align with your intentions. A written agreement allows partners to customize their relationship regarding management, profit-sharing, dispute resolution, and dissolution procedures.
Regional Variances
Delaware Partnership Formation Variances
Wilmington, as Delaware's largest city, has additional business licensing requirements for partnerships. Partnerships operating in Wilmington must obtain a city business license in addition to any state filings. The city also has specific zoning regulations that may affect where partnership businesses can operate.
Dover requires partnerships to register with the city clerk if conducting business within city limits. The city has simplified procedures for small partnerships and offers certain tax incentives for partnerships establishing their principal place of business in designated development zones.
Newark has specific regulations for partnerships operating near the University of Delaware campus. These include additional permits for businesses serving alcohol and special considerations for partnerships involved in student housing or services. The city also has stricter signage ordinances that partnerships must comply with.
New Castle County imposes additional requirements for partnerships involved in certain industries such as food service, childcare, and construction. Partnerships must obtain county-level permits in addition to state registrations. The county also has specific insurance requirements for partnerships with employees.
Sussex County has unique considerations for partnerships operating in coastal areas or involved in tourism-related businesses. Seasonal businesses may qualify for modified filing requirements. The county also offers tax incentives for partnerships involved in agricultural enterprises or sustainable business practices.
Delaware Partnership Taxation Variances
Wilmington imposes a city wage tax that partnerships with employees must withhold. The city also has a business license fee structure that varies based on gross receipts, which differs from the state-level approach.
Kent County offers specific tax abatements for partnerships involved in manufacturing or technology sectors. Partnerships may qualify for reduced property tax assessments if they meet certain employment or investment thresholds within the county.
Partnerships operating within Delaware's Coastal Zone face additional environmental regulations and permitting requirements. However, they may also qualify for special tax incentives if their business practices align with coastal conservation goals.
Delaware Partnership Liability Considerations
Partnerships formed in Delaware but operating primarily outside the state can still specify the Court of Chancery as their forum for dispute resolution. This provides access to Delaware's specialized business court system, which is not available in other jurisdictions within the state that rely on regular civil courts.
Partnerships operating in unincorporated areas of Delaware counties may face different liability insurance requirements compared to those in incorporated cities. Rural partnerships often have simplified compliance requirements but may have less access to certain business incentive programs available in incorporated areas.
Suggested Compliance Checklist
Anchor the formation step to Delaware's partnership code
Before formation days after startingDelaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation.
Decide how partner agency will work and write it into the agreement
During drafting days after startingThe default rule in Delaware is: Del. Code Title 6 section 15-301(1): each partner is an agent of the partnership for the purpose of its business.
Complete the Secretary of State filing for the LLP or LP variant
At formation days after startingFiled with the Delaware Secretary of State as a Statement of Qualification under Del. Code Title 6 section 15-1001. Specific filing-fee dollar amount on the Division of Corporations fee schedule to be re-confirmed. Filed with the Delaware Secretary of State as a Certificate of Limited Partnership under Del. Code Title 6, Chapter 17 (Delaware Revised Uniform Limited Partnership Act).
Set up the state tax-filing cadence
After formation days after startingDelaware partnerships file Form 300 (Delaware Partnership Return) with the Delaware Division of Revenue. Federal counterpart: IRS Form 1065. Delaware LPs and LLPs also pay an annual tax to the Division of Corporations.
Track the entity-report deadline with the Secretary of State
Ongoing days after startingDelaware LLPs and LLLPs file an annual report with the Division of Corporations by June 1.
Reference the statutory dissolution triggers in the agreement
During drafting days after startingDel. Code Title 6 section 15-801 lists the events causing dissolution and winding up of a partnership.
Keep the partnership agreement, statements, and filings together
Ongoing days after startingMaintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Anchor the formation step to Delaware's partnership code | Delaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation. | - | Before formation |
| Decide how partner agency will work and write it into the agreement | The default rule in Delaware is: Del. Code Title 6 section 15-301(1): each partner is an agent of the partnership for the purpose of its business. | partnership-agreement | During drafting |
| Complete the Secretary of State filing for the LLP or LP variant | Filed with the Delaware Secretary of State as a Statement of Qualification under Del. Code Title 6 section 15-1001. Specific filing-fee dollar amount on the Division of Corporations fee schedule to be re-confirmed. Filed with the Delaware Secretary of State as a Certificate of Limited Partnership under Del. Code Title 6, Chapter 17 (Delaware Revised Uniform Limited Partnership Act). | - | At formation |
| Set up the state tax-filing cadence | Delaware partnerships file Form 300 (Delaware Partnership Return) with the Delaware Division of Revenue. Federal counterpart: IRS Form 1065. Delaware LPs and LLPs also pay an annual tax to the Division of Corporations. | - | After formation |
| Track the entity-report deadline with the Secretary of State | Delaware LLPs and LLLPs file an annual report with the Division of Corporations by June 1. | - | Ongoing |
| Reference the statutory dissolution triggers in the agreement | Del. Code Title 6 section 15-801 lists the events causing dissolution and winding up of a partnership. | - | During drafting |
| Keep the partnership agreement, statements, and filings together | Maintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings. | partnership-agreement | Ongoing |
Frequently Asked Questions
On a recurring basis in Delaware, a partnership has two cost lines. State tax: Delaware partnerships file Form 300 (Delaware Partnership Return) with the Delaware Division of Revenue. Federal counterpart: IRS Form 1065. Delaware LPs and LLPs also pay an annual tax to the Division of Corporations. Periodic report: Delaware LLPs and LLLPs file an annual report with the Division of Corporations by June 1. When the partnership eventually winds up, the controlling statute is Del. Code Title 6 section 15-801 lists the events causing dissolution and winding up of a partnership.
Forming a general partnership in Delaware has no state filing fee because no state filing is required to create one under the state partnership act (Delaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation.). Registering an LLP or LP, however, does. LLP registration: Filed with the Delaware Secretary of State as a Statement of Qualification under Del. Code Title 6 section 15-1001. Specific filing-fee dollar amount on the Division of Corporations fee schedule to be re-confirmed. LP Certificate: Filed with the Delaware Secretary of State as a Certificate of Limited Partnership under Del. Code Title 6, Chapter 17 (Delaware Revised Uniform Limited Partnership Act).
By default in Delaware, Del. Code Title 6 section 15-301(1): each partner is an agent of the partnership for the purpose of its business. That default can be modified by the partnership agreement, but third parties acting in good faith may still rely on the statutory default unless they have notice of the restriction. The governing partnership-act chapter is Delaware Revised Uniform Partnership Act, codified at Del. Code Title 6, Chapter 15 (sections 15-101 et seq.). Section 15-202 defines formation.
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