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How to Form a Limited Partnership (LP) in Florida

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What Is an LP?

There are many different ways to structure a business, from a corporation to a limited partnership (LP). The main appeal for structuring your business as an LP is that it allows limited partners to enjoy limited liability with regard to the company's actions. If you wish to set you company up as an LP, you need to reach out to the Florida Division of Corporations to do this.

What Are the Requirements for an LP?

When setting up an LP in Florida, you need to come up with a business name that includes one of the following terms:

  • Limited
  • Limited Partnership
  • L.P.
  • Ltd.

Your company also needs to find and list a registered agent who can legally be served for the LP. Finally, you company cannot be an LP unless it has at least one limited partner and one general partner.

What Paperwork Do I Need to Form an LP?

You can file for a Certificate of Limited Partnership on the Florida Division of Corporations website or by mailing the form into the Florida Division of Corporations’ office. The form requires for you to list the name of the LP, the address of the LP’s office, the name and address of the registered agent, and the name of the general partner. Your registered agent must also sign the form or provide a digital signature if it is being filled out online. Finally, you should list when you want the LP to begin and the email address you want to receive information.

What Benefits Does Florida Give to an LP?

Unlike other states, Florida does not require LPs to pay an annual tax. Also, under Florida law, limited partners can be involved in the management and control of the LP without giving up their protection from personal liability.

What Disadvantages Does Florida Give to an LP?

Florida is seen as being extremely friendly to plaintiffs and expanding liability. Thus a lot of plaintiffs wishing to sue companies try to file their lawsuits in that state. Also, Florida has an incredibly high filing fee of $965 for the formation of an LP. In addition to a having to pay a high initial filing fee, an LP must also pay a filing fee along with filing an annual report each year.

Should I Hire a Business Lawyer?

It can be important to speak to a Florida business lawyer before setting up an LP to make sure you follow the law properly. The last thing you want is to attempt to register an LP, only to find out later that you did no do everything correctly and have lost out on getting the rights given to an LP.

Photo of page author Hardeep Shergill

, LegalMatch Legal Writer

Last Modified: 04-26-2018 12:19 AM PDT

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