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State of California Franchise Tax Board

Partnership and Limited Partnership

A partnership involves two or more persons carrying on a business for profit. The partnership is not a separately taxed entity, but rather, a conduit where the profit or losses of the partnership flow through to the partners. There are two basic types of partnerships:

  • General partnership
  • Limited partnership

A general partnership involves two or more persons who agree to create a business and share the profits and losses. All of the partners share equal rights and responsibilities in managing the business. In addition, each general partner assumes full personal liability for the debts and obligations of the partnership.

A limited partnership involves two or more persons who agree to create a business and share the profits and losses. A limited partnership has at least one general partner and at least one limited partner. The general partner is responsible for managing the business affairs, while the limited partner typically provides only capital to the partnership. Similar to the general partnership, each general partner assumes full personal liability for the debts and obligations of the partnership. The limited partner’s liability is limited to their investment in the business.

In order to form in California, a limited partnership must first file a certificate of limited partnership with the California Secretary of State. A limited partnership formed in another state must register with the California Secretary of State prior to conducting business in the state.

Key Features

  • A partnership is a flexible form of business and relatively easy to set up.
  • The partners will decide the structure of the organization and the distribution of profits and losses. A formal, written partnership agreement is advisable.
  • A separate bank account should be established to run the operations.
  • A partnership allows more than one owner, unlike a sole proprietorship.
  • The cost to form a partnership is generally less expensive than forming a corporation.
  • The items of income, deductions, and credits flow through from the partnership to each partner's California Schedule K-1, Partner’s Share of Income, Deductions, Credits, and distributive shares of property, payroll, and sales.
  • Each partner is responsible for paying taxes on their distributive share.
  • In a general partnership, each partner is personally liable for all business debts and lawsuits.
  • A partnership exists as long as the partners agree it will and as long as there are at least two partners, one of whom is a general partner.
  • Partnerships do not pay income tax, however, limited partnerships are subject to the annual tax of $800. See Filing Guidelines for more information.

Filing Guidelines

  • Every partnership that is doing business in California, or has California source income, or has filed a certificate or registered with the Secretary of State must file a Form 565, Partnership Return of Income.¬†Furthermore, every limited partnership that is doing business in California, or has filed a certificate as a limited partnership, or registered with the Secretary of state must pay the annual tax of $800.
  • The return due date is the 15th day of the 4th month after the close of the taxable year. Partnerships must complete Schedule EO, Pass-Through Entity Ownership (565), to report any ownership interest in other partnerships or limited liability companies regardless of whether these entities are required to file a tax return in California, or are subject to California annual tax or LLC fee.
  • Partnerships doing business or deriving income from within and outside of California will use Schedule R to determine their California source income.
  • The partnership provides each partner with a California Schedule K-1 that states the partner’s distributive share of the partnership's items of income, deductions, credits, property, payroll and sales.
  • To determine if you are doing business in California and/or if your partners are also considered doing business in California, see Doing Business Rules in California.

Estimated Tax

The partnership has no estimated tax requirements. However, partners may have to make estimated tax payments for their own reporting purposes.

The partnership may be required to withhold taxes if the partnership distributes California source taxable income to a nonresident partner. For more information about partnership withholding, see FTB 1017, Resident and Nonresident Withholding Guidelines.

Withholding on California Source Income

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