What is a Wyoming Limited Liability Limited Partnership (LLLP)?
A Wyoming limited liability partnership (LLLP) is business entity type based on the limited partnership (LP). In an LLLP, both the limited partners and the general partners have limited liability protections. These limited liability protections for the general partners are what differentiate the LLLP from the LP.
What’s the Difference Between LPs and LLLPs?
The only difference between the Wyoming LP and the Wyoming LLLP is the limited liability protections given to the general partners. Otherwise, the structure of the Wyoming LLLP is the same as the Wyoming LP. The limited partners remain the investors and the general partners continue running business operations without the input of the limited partners. The limited partners’ company assets remain non-transferable.
The Wyoming LLLP came into existence to mitigate paperwork often associated with Wyoming LPs. In many LPs, the general partner would be a registered LLC to protect the general partner, but for many businesses that structure caused a massive headache. Wyoming, being the progressive business state that it is, wanted to give entrepreneurs as many different opportunities as possible, so they introduced the LLLP.
Can a Wyoming LLLP Do Business in Other States?
Currently, not all states have statutes to accommodate LLLPs. Currently, only 26 states have provisions and allow the formation of LLLPs. You can see the list below:
Alabama, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Kentucky, Maryland, Minnesota, Missouri, Montana, Nevada, North Carolina, North Dakota, Oklahoma, Pennsylvania, South Dakota, Texas, Virginia, Washington, and Wyoming. California doesn’t allow LLLPs to be formed, but the state does recognize LLLPs formed in other states.
How to Form a Wyoming LLLP
Below, you’ll find everything your need to know about forming a Wyoming Limited Liability Limited Partnership (LLLP). The Wyoming Secretary of State requires that you file the the Certificate of Limited Partnership. This is the same certificate you use to form a limited partnership. To designate your partnership as an LLLP, be sure to check the box to indicated it.
- Fill out the Wyoming Certificate of Limited Partnership
Wyoming doesn’t have online filings for LLLPs, so you must use the paper form. It’ll take at least three days for the filing to be completed. The certificate of limited partnership will require you to include the following information:
- Name of the LLLP
You’ll need to do a business name search in the secretary of state’s database to find an available business name. The name must contain the words “Limited Partnership” without abbreviation. You may include the designation in the name for a Limited Liability Limited Partnership (LLLP). Example: Jimmy Smith Limited Partnership LLLP
- Check Box to Elect to be a Limited Liability Limited Partnership (LLLP)
To learn more about Wyoming LLLPs, see our Wyoming limited liability limited partnership (LLLP) page.
- Registered Agent
A Wyoming registered agent receives official mail and service of process on behalf of an LLLP in Wyoming. The registered agent must have a physical address in Wyoming where they can physically receive a legal document (P.O. boxes and virtual offices are unacceptable) during normal business hours. We offer registered agent service for $50 a year, and if you hire us, we’ll provide filing tips and all the forms you need to start a Wyoming LP.
- Mailing address and Principal office address
You can list two different addresses, if desired. The mailing address is where you’d like to receive mail, the principal address is where the business operates. If you hire us for registered agent service, you can use our address in both boxes if you’d like.
- Name and Business Address of Each General Partner
Name and business address of each general partner. The limited partners remain anonymous.
- The Amount of Cash or Description and Estimated Value of the Property Put Forth as Capital
The Wyoming LLLP has to list in its formation document the amount of capital put forth by the limited partners.
- Dissolution Date
Wyoming LLLPs do not exist perpetually. You will need to least a date upon which the limited liability limited partnership will end.
- Signature of Each General Partner
If you’ve hired us to form your Wyoming limited partnership, we’ll email you the form for you to sign after we’ve completed it. You can either sign and mail it to the secretary of state, or send it back to us and we’ll mail it for you.
- Name of the LLLP
- Complete Consent to Appointment by Registered Agent
The registered agent must sign the consent form. The signature must be an original. Attach the consent form as an addendum to your certificate.If you’re forming your own LP and hire us as your Wyoming registered agent, you can call us and request a paper consent form, which we will send you by mail.
- Submit the Certificate of Limited Partnership
You can file your articles with the Wyoming Secretary of State through the mail or by walking them in. The articles cost $100 to file. Once the secretary of state has received Wyoming LLLP’s formation documents, it may take up to two weeks until you receive confirmation. Once you receive the confirmation from the secretary of state, your Wyoming LLLP will be active.
Wyoming LLLP Costs
|Wyoming Certificate of Limited Partnership Secretary of State filing fee||$100|
|Wyoming Partnership Annual Report fee (due every year on the first day of your Partnership’s anniversary month)||$52, if filed online|
|One Year of Best Wyoming Registered Agent service||$50|
|Total Wyoming Partnership Formation Costs: $150 (Includes Hiring Us As Your Wyoming Registered Agent)
Total Annual Maintenance Costs: $102 (Registered Agent Fee Included)