How to Form a Partnership in Delaware

To establish a partnership in Delaware, here's everything you need to know.

Here are the steps you should take to form a partnership in the state of Delaware. A partnership (also known as a general partnership) is created whenever two or more people agree to do business together for profit, even if there is no intent or written agreement to form a partnership. While there are no formal filing or registration requirements needed to create a partnership, partnerships must comply with registration, filing, and tax requirements applicable to any business. There are also some steps every partnership should take to make sure they follow sound business practices when they start their new venture.

To form a partnership in Delaware, you should take the following steps:

  1. Choose a business name.
  2. File a trade name.
  3. Draft and sign a partnership agreement.
  4. Obtain licenses, permits, and zoning clearance.
  5. Obtain an Employer Identification Number.

To find out how to establish a partnership in any other state, see Nolo’s  50-State Guide to Forming a Partnership. To read more about partnerships in general (including the difference between a partnership and limited partnership), see Nolo’s section on  Partnerships.

1. Choose a Partnership Name

In Delaware, a partnership may use the surnames of the individual partners or may use a fictitious business name. If you plan to use a fictitious business name, it must be distinguishable from the name of any other company currently on record. It is also a good idea to choose a name that is not too similar to another registered business because of common law and federal trademark law protections. To make sure your business name is available, run a search in the following government databases:

2. File a Trade Name

If you use a business name that is different from the surnames of the individual partners, Delaware requires you to register the trade name. This must be filed prior to the business start date. You can file an application to register your trade name with the Prothonotary’s office, which is in the superior court of each county where you do business. Registration applications must be notarized. The filing fee is $25. The application for filing a trade name certificate is available from the  Delaware State Court.

Although not required, you may want to consider registering your business name as a trademark. For details, see Nolo's section on  Trademark Law.

3. Draft and Sign a Partnership Agreement

A partnership agreement is not a mandatory legal requirement for establishing a partnership. However, it is a very important step to ensure there are no misunderstandings between you and your partners. A well-drafted partnership agreement will help you decide in advance how to handle certain situations.

Here’s a list of items that should be covered in your partnership agreement:

  • each partner’s contribution to the partnership
  • the allocation of profits, losses, and draws
  • the partners’ authority and management duties
  • voting rules for decision-making
  • how to admit new partners
  • what happens upon the bankruptcy, withdrawal, or death of a partner, and
  • how to resolve disputes.

Even well intentioned, honest partners can find themselves in a legal battle if they do not have a written partnership agreement memorializing their initial purposes. Your partnership agreement can always be amended at a later date should circumstances or conditions change. For help creating your partnership agreement, see  Form a Partnership: The Complete Legal Guide, by Denis Clifford and Ralph Warner (Nolo).

4. Obtain Licenses, Permits, and Zoning Clearance

Your business may need to obtain business or professional licenses depending on the type of business activity you are engaged in. All Delaware businesses must obtain a Delaware business license. Delaware provides a one-stop online registration tool to help new partnerships get the appropriate licenses and permits. A business can register for all necessary licenses by going to the  Delaware One-Stop Registration. Delaware provides a comprehensive database of every occupation that requires a license by a partnership. You can obtain this information from the  Delaware State Onestop Website, a service of the State of Delaware. In addition, local regulations, including licenses, building permits, and zoning clearances, may apply to your business. You will need to check with your city and county governments for more information.

5. Obtain an Employer Identification Number

Partnerships are required by the IRS to obtain an Employer Identification Number, or EIN. This is a nine-digit number issued by the IRS for tax reporting purposes. Partnerships must have an EIN regardless of whether or not they have employees. Registering for an EIN can be done online at the  IRS website.

In Delaware, businesses are required to report taxes and file various employee reports. You may need to use your EIN when registering your business to report taxes through the  Delaware One-Stop Registration. If you have employees, you must report and pay employment taxes on a periodic basis. You will be able to report and pay all employment related taxes by registering through  Delaware One-Stop.

Next Steps

It is important to consider doing the following once you have created your partnership:

  • Open a business bank account. Using your fictitious business name and EIN, you should set up a bank account to keep your business and personal finances separate.
  • Obtain general liability insurance. Because partners of a partnership are personally liable for all debts and obligations of the business, a business liability insurance policy may be your only financial protection against unforeseen events. Having adequate business liability insurance can protect your business and personal assets in the event of a lawsuit or other claim against your business.
  • Report and pay taxes. Depending on your specific business activities, you may be required to report and pay taxes, such as sales tax and use tax.  More information is available from Delaware’sDepartment of Finance.


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