Limited Liability Partnership (LLP)

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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 due to 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 Statement of Qualification from the Office of the Secretary of State. For more information about registering as a foreign LLP, please see “Foreign Business Registration.”

Business name of a Limited Liability Partnership

The name of a limited liability partnership must end with 1 of the following phrases or abbreviations thereof:

  • "Registered Limited Liability Partnership" ("RLLP")
  • "Limited Liability Partnership" ("LLP")

LLP business names may NOT contain the word "cooperative," nor the abbreviation "coop."
   

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.

Registration Fees

Please see “Fees & Filings” for the costs of registration.

Duration of Registration

Once registered, you must renew your LLP registration each year. For renewal information, please see “Annual/Biennial Reports.”

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.

LLP Filings: Online or by Mail

Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

The state of Vermont operates under a “distinguishable on the record" standard. Under this standard, if the requested name is too 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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Online Filing

Online filing normally takes less than 1 business day.

  
Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:

Log In & File Online

 


Filings by Mail

Please allow 7-10 business days for the processing of any filings received by mail.

  
To register a Vermont (domestic) or non-Vermont (foreign) LLP:

Please use the Statement of Qualification (Vermont LLP).

This page was last updated: 2016-03-08