Key Takeaways

  • Florida partnership law is governed by Chapter 620 of the Florida Statutes, requiring registration with the Department of State.
  • A general partnership in Florida is the most informal structure—partners share equal rights in management and unlimited personal liability.
  • Limited partnerships (LPs) require at least one general partner and one limited partner, with differing liability protections.
  • Limited liability partnerships (LLPs) protect partners from debts caused by another partner’s actions, often used by professional groups.
  • Foreign partnerships must obtain a certificate of authority to transact business in Florida.
  • Written partnership agreements, while not mandatory, are strongly recommended to clarify rights, duties, and dispute resolution.
  • Partnerships in Florida are pass-through tax entities—profits and losses flow directly to the partners’ personal tax returns.
  • Dissolution procedures include settling debts, distributing assets, and filing appropriate paperwork with the state.

Florida partnership law is governed by Chapter 620 of the Florida statutes. Such laws must be utilized for anyone wanting to establish a new partnership in the state of Florida. Under these rules are specific requirements regarding all types of partnerships, including the following:

  • Limited partnerships
  • General partnerships
  • Limited Liability partnerships
  • Foreign limited partnerships

By law, all partnerships must be registered with the Florida Department of State and follow all requirements found within Chapter 620. Each section within this chapter provides clear definitions so that ready individuals can fully understand the rights and obligations under the law when forming a new Florida partnership. There are various requirements when it comes to the different types of partnerships, including the creation of the business, the paperwork and fees associated with creation, and the ongoing upkeep and maintenance of such partnerships.

Limited Partnerships

Part I of Chapter 620 identifies the requirements for forming a limited partnership. This will include background information regarding this type of business structure, how it is defined, how it exists compared to other partnerships, and any other laws relevant to it. It will also include the requirements for naming, as the business name must include the specifically limited partnership designator at the end, e.g. L.P.

Specifically, to form a limited partnership, you must file the relevant paperwork and pay the applicable fees associated with it. Furthermore, you must have at least one general partner and one limited partner.

The LP business structure limits the liability of the limited partner but not the general partner. As such, the limited partner has very limited access to the overall daily operations of the business. Rather, the limited partner is usually someone who provides capital to the business. In turn, the general partner is the one with oversight and management capabilities. As its name implies, the general partner has duties for managing the business, and this includes general liability over the debts and obligations of the business.

This type of business structure is good for those wanting to generate outside investors. Such outside investors will be the limited partners with no need to worry about daily oversight of liability issues. When it comes to tax implications, the LP operates as a pass-through tax entity, meaning that the profits and losses are passed on to the partners who report it on their personal income tax returns.

General Partnerships

After the section covering limited partnerships is a section concerning general partnerships. This will cover all requirements for general partnerships, including formation, paperwork, fees, and dissolution procedures. Particularly, general partnerships are the most informal type of partnership arrangement in the state of Florida.

All partners involved have full responsibility for the operations of the business. Furthermore, all partners are personally liable for the debts of the partnership. This means there is no legal separation between the entity and its partners. Since Florida doesn’t collect income tax from its residents, the profits of the general partnership are reported on each partner’s personal income tax return.

Formation Requirements for a General Partnership in Florida

Forming a general partnership in Florida is straightforward compared to other business entities. By law, a general partnership can be created simply by two or more people agreeing—verbally or in writing—to operate a business for profit. No filing with the state is legally required to establish the partnership. However, if the partners wish to operate under a business name other than their personal names, they must file a fictitious name registration with the Florida Department of State.

Although not mandatory, drafting a written partnership agreement is strongly recommended. This agreement should address:

  • Profit and loss distribution among partners.
  • Capital contributions and ownership percentages.
  • Roles, duties, and authority of each partner.
  • Procedures for admitting new partners or handling a partner’s withdrawal.
  • Methods for resolving disputes, including mediation or arbitration.

Without a written agreement, Florida’s default rules under Chapter 620 apply, which may not reflect the partners’ intentions.

Taxation and Liability in Florida General Partnerships

A general partnership in Florida is considered a pass-through entity for tax purposes. The partnership itself does not pay income tax; instead, profits and losses are reported on each partner’s individual federal tax return using Schedule K-1. Florida does not have a personal income tax, so partners only file at the federal level.

From a liability perspective, partners in a general partnership share joint and several liability. Each partner is personally responsible for the partnership’s debts and obligations, meaning creditors can pursue one or all partners for the full amount owed. This unlimited liability is one of the greatest risks of choosing a general partnership over other structures

Dissolution of a General Partnership

Partnerships do not last indefinitely. Under Florida law, a general partnership may dissolve voluntarily, by agreement of the partners, or involuntarily, such as when a partner withdraws, dies, or becomes bankrupt. To properly dissolve a partnership, the partners must:

  1. Pay off all outstanding debts and obligations.
  2. Distribute remaining assets according to the partnership agreement or state law.
  3. Notify creditors, clients, and vendors of the dissolution.
  4. File a Statement of Dissolution with the Florida Department of State if the partnership had filed a registration.

A clear dissolution plan within the partnership agreement can prevent disputes and protect the partners’ interests.

Limited Liability Partnerships

A limited liability partnership, or LLP, is one where each partner is financially and legally responsible only for his own personal actions about the business. Such partnerships are common when liability is common. For example, doctors and lawyers generally form LLPs. Therefore, if one of the doctors is sued for malpractice, the LLP will not be affected. Rather, the doctor himself will be responsible. Similar to a general and limited partnership, LLPs also operate as pass-through tax entities.

Registering a Florida LLP

Unlike general partnerships, LLPs in Florida must register with the Department of State by filing a Statement of Qualification. This filing provides public notice that the partnership has elected LLP status and offers liability protection for its partners.

The filing must include:

  • Partnership name, with “LLP” or “Limited Liability Partnership” in the name.
  • Principal office address.
  • Registered agent’s name and address.
  • Statement that the partnership elects LLP status.

Annual reports must also be filed to maintain good standing. Failure to file may result in the loss of LLP status and liability protection.

Foreign Limited Partnerships

Thereafter, Chapter 620 covers foreign limited partnerships, which are those doing business in the state but with a different home state. This might be done if a company transacts some of its business in the state of Florida, and the business needs to obtain a foreign qualification in Florida before doing business.

Generally, there is one document that will need to be filled out, and will include:

  • Company name
  • Principal place of business
  • Registered agent
  • Type of business structure in the home state
  • Ownership information

Thereafter, the Department of State will review the application to determine the validity of the business, and if it can transact in Florida. Note that the certificate of authority that is given can be canceled at any time under certain circumstances.

Ongoing Compliance for Florida Partnerships

Regardless of the partnership type, compliance with state requirements is essential. Partnerships operating in Florida must:

  • Maintain accurate records of business transactions.
  • Renew fictitious name registrations every five years, if applicable.
  • File annual reports for LLPs and LPs to remain active.
  • Update the state regarding changes in partners, addresses, or registered agents.

Non-compliance can result in administrative penalties or loss of legal standing in Florida.

Frequently Asked Questions

1. Do I need to register a general partnership in Florida?

No, a general partnership is formed automatically when two or more people agree to run a business for profit. However, filing a fictitious name registration is required if operating under a trade name.

2. What is the liability risk in a Florida general partnership?

Partners share unlimited personal liability for debts and obligations. Creditors can pursue any partner individually or all partners collectively.

3. How are general partnerships taxed in Florida?

They are pass-through entities. The partnership itself does not pay income tax—profits and losses flow to each partner’s federal tax return.

4. Can I convert a general partnership into an LLP in Florida?

Yes, by filing a Statement of Qualification with the Department of State and complying with annual reporting requirements, a general partnership can become an LLP.

5. What happens if a partner leaves a general partnership?

The partnership may dissolve unless the agreement provides for continuation. Remaining partners may re-form the partnership under new terms.

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