How to Form a Partnership in Florida
Limited Partnerships: Formal Filing Required
Limited partnerships in Florida require formal filing with the state. You must submit a Certificate of Limited Partnership to the Florida Division of Corporations before your LP can legally operate. This filing requirement distinguishes limited partnerships from general partnerships, which have no registration requirement in Florida.
Certificate of Limited Partnership Filing
You must deliver a Certificate of Limited Partnership to the Florida Department of State for filing. Under Florida Statute § 620.1201, this document establishes your limited partnership as a legal entity. The filing is mandatory—you cannot operate as a limited partnership without it.
Your certificate must include specific information required by statute. According to § 620.1201, you must state:
- The limited partnership's name, which must comply with naming requirements
- The street and mailing address of the initial designated office
- The name, street address in Florida, and written acceptance of the initial registered agent
- The name and business address of each general partner
- Whether the limited partnership is a limited liability limited partnership
- Any additional information required by statute
The limited partnership is formed when the Department of State files the certificate, provided there has been substantial compliance with statutory requirements.
Filing Location and Authority
The Florida Division of Corporations processes all limited partnership filings. You can file online through the state's e-filing system at https://dos.fl.gov/sunbiz/ or submit documents by mail to P.O. Box 6327, Tallahassee, FL 32314. For courier delivery, use 2661 Executive Center Circle, Tallahassee, FL 32301.
Contact the Division at (850) 245-6052 if you have questions about your filing. You can search existing limited partnerships at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName to verify name availability before filing.
Amendments and Updates
You must promptly file amendments when changes occur. Under Florida Statute § 620.1202(2), you must amend your certificate when a new general partner is admitted, when a general partner dissociates, or when a person is appointed to wind up the partnership's activities.
If any information in your filed certificate was false when filed or becomes false due to changed circumstances, you must promptly cause the certificate to be amended or restated. A general partner who knows of false information has a statutory duty to correct it.
Comparison to General Partnerships
General partnerships in Florida require no state registration. You only need a DBA (fictitious name) registration with the Florida Division of Corporations if you operate under a name other than your own, which costs $50. Limited partnerships, by contrast, require the formal certificate filing to establish the partnership structure and protect limited partners from liability.
Limited Liability Partnerships: Liability Protection for All Partners
A limited liability partnership (LLP) in Florida is a business structure where all partners receive liability protection for the debts and obligations of the partnership. Unlike traditional general partnerships where partners face personal liability, an LLP shields each partner's personal assets from claims against the business.
Liability Protection for All Partners
Florida law provides comprehensive liability protection to all partners in an LLP. Under Florida Revised Statutes Chapter 620, a limited liability partnership protects each partner from personal liability for partnership debts and the negligence or misconduct of other partners. This protection applies equally to all partners—you cannot be held personally responsible for claims against the partnership or for actions taken by your co-partners in their capacity as partners.
The liability shield extends to partnership obligations incurred after you become a partner. Your personal assets remain protected even if the partnership faces significant claims or creditors. This protection is one of the primary advantages of choosing an LLP structure over a general partnership.
Formation Requirements in Florida
You must file a statement of qualification with the Florida Division of Corporations to establish an LLP. The statement must include the partnership's name, principal office address, registered agent information, and a declaration that the partnership is a limited liability partnership. You can file online through the Florida Division of Corporations at https://dos.fl.gov/sunbiz/ or submit documents by mail to P.O. Box 6327, Tallahassee, FL 32314.
The filing fee and specific form requirements are not detailed in the available statute text—contact the Florida Division of Corporations at (850) 245-6052 or visit their website for current fees and forms.
Partnership Agreement Flexibility
Your partnership agreement in Florida can be oral, written, or implied—the statute does not require a specific format. The agreement governs the rights, duties, and profit-sharing arrangements among partners. You have significant flexibility to customize the agreement to suit your business needs, including provisions for management, distributions, and partner withdrawal.
Even without a written agreement, Florida law provides default rules for partnership operations. However, a written partnership agreement is strongly recommended to prevent disputes and clarify each partner's expectations and obligations.
Tax Treatment in Florida
Florida imposes no state income tax on partnerships or their partners. Your LLP will file a federal partnership tax return (Form 1065) if you have multiple partners, reporting income that passes through to each partner's individual tax return. As a partner, you pay federal self-employment taxes on your share of partnership income.
The partnership itself does not pay federal income tax—only the individual partners do on their distributive shares. This pass-through taxation structure is the default for multi-member partnerships in Florida.
Registered Agent and Office Requirements
You must maintain a registered agent and registered office in Florida for your LLP. The registered agent must be available during business hours to receive legal documents and official notices on behalf of the partnership. Your registered office address is a matter of public record filed with the Florida Division of Corporations.
You can serve as your own registered agent if you maintain a physical office in Florida, or you can hire a professional registered agent service. The registered office does not need to be your principal place of business.
Amendments and Changes to Your LLP
You must promptly file amendments with the Florida Division of Corporations when significant changes occur, such as the admission of a new partner or the departure of an existing partner. If any information in your filed statement of qualification becomes false due to changed circumstances, you must amend or correct the filing without unreasonable delay.
Amendments are filed using the same process as your initial statement of qualification. The amendment becomes effective when the Florida Division of Corporations accepts and files it.
Dissolution and Liability After Dissolution
When your LLP dissolves, partners' liability protection continues under Florida law. A dissolved partnership must follow specific procedures to notify creditors and settle claims. Partners are not personally liable for partnership claims that are not brought within three years following the effective date of dissolution, provided the partnership followed proper notice procedures.
If the partnership distributed assets according to Florida law, partners' personal liability is limited to their pro rata share of any claim or the amount distributed to them, whichever is less. This protection extends even after the partnership ceases operations.
Comparison to Other Florida Business Structures
An LLP differs from a limited partnership (LP), where only limited partners receive liability protection—general partners remain personally liable. An LLP differs from an LLC in that an LLP is partnership-based with pass-through taxation, while an LLC is member-owned and can elect corporate taxation. An LLP differs from a corporation in that an LLP does not require a board of directors and offers more flexible management structures.
Choose an LLP if you want all partners to participate in management while enjoying liability protection. Choose an LLC if you prefer a more corporate structure with additional tax flexibility.
Professional Licensing and Regulatory Requirements
Certain professions in Florida—such as law, accounting, and architecture—may be required or permitted to operate as LLPs. Check with your professional licensing board to confirm whether an LLP is the appropriate structure for your profession. Some professions have specific requirements about partner qualifications or insurance.
The Florida Department of Business and Professional Regulation oversees professional licensing. Verify your profession's specific requirements before forming your LLP.
Getting Started: Next Steps
Contact the Florida Division of Corporations at (850) 245-6052 or visit https://dos.fl.gov/sunbiz/ to obtain the current statement of qualification form and filing fee. Prepare your partnership agreement addressing management, profit-sharing, and partner withdrawal terms. File your statement of qualification online or by mail, and designate a registered agent and office address.
Once your statement is accepted and filed, your LLP is officially formed and all partners receive liability protection under Florida law.
Naming Requirements for Florida Partnerships
Your partnership name must comply with specific naming requirements established under the Florida Revised Uniform Limited Partnership Act. Your partnership name must clearly identify it as a limited partnership and cannot be deceptively similar to existing registered business names in Florida.
Required Name Components
Your limited partnership name must include the words "Limited Partnership" or the abbreviation "L.P." or "LP" at the end. Florida law does not permit you to use alternative abbreviations or shortened versions of this designation.
The name cannot include words that suggest your partnership is a corporation, such as "Inc." or "Corporation," unless your partnership is actually a limited liability limited partnership with specific protections under Florida law.
Name Restrictions
You cannot use a name that is identical to or deceptively similar to any other business entity already registered with the Florida Division of Corporations. This applies to corporations, LLCs, limited partnerships, and other registered entities.
Certain words require additional approval or documentation. If your partnership name includes words like "Bank," "Insurance," "Trust," or professional designations, you may need to provide proof of authorization from the appropriate regulatory agency.
Fictitious Name Registration
If you plan to operate your partnership under a name different from the one registered with the state, you must file a fictitious name registration (also called a "Doing Business As"