Florida Limited Partnership

When forming a Florida LP, you should prepare yourself with as much information as possible. Limited Partnerships are similar to general partnerships with a few exceptions. When starting a Limited Partnership, you should be aware of these differences, as they may affect the way you choose to conduct business. We've gathered information to assist you with starting an LP in Florida.

Select from the options below to learn more about how to start an LP in Florida:

1: Get Started with Online Application Services

Online application assistance can simplify and streamline the process for many Florida business-related services, including: forming a limited liability company or a limited partnership, starting an S-Corp or a C-Corp or registering intellectual property and nonprofit organizations. In addition to the free forms and general instructions available from different business organizations, you will receive a comprehensive License Checklist & Forms Packet specific to your needs, fast answers to tough questions and prompt service from a friendly staff.

2: Via your state department

If you prefer to access additional material on Florida business services, visit a state-specific online resource for extra support regarding future business ventures.



Florida Limited Partnerships Company Formation

What is an LP?

An LP is a partnership which operates as a general partnership, with the major difference being that, among having one or more general partners, an LP will have one or more limited partners as well. Starting an LP requires a minimum of two partners, one that is a general partner who is in charge of managing the business, as well as, personally responsible for the company's debts and claims, and the other who is a limited partner, contributing investment capital but little else. Learn More

Advantages of forming a Limited Partnership in Florida

When you form an LP, more passive investors can lower their risks by becoming limited partners. This status also means that, when it comes to debts and other liabilities, the limited partner's liability cannot surpass his capital investment. An LP in Florida makes it easier to attract investors since their liability cannot exceed their original investment. A further advantage allows limited partners to leaver or be replaced without dissolving the LP.

How do I form an LP?

Starting a Limited Partnership in Florida can happen in several different ways. There are many web-based services which can get you started, but remember that when you start a company, there are many you need to know and online services often do not easily provide answers should you have questions. The most common and best choice is to use an attorney who can guide you every step of the process. You should still prepare yourself with this License Checklist & Forms Packet, to make you aware of the details, so that you better understand how to start an LP in Florida.

Doing Business As

Doing Business As or DBA allows a new LP in Florida the flexibility of having two or more names for a company. A company often uses one name privately, but markets its goods and services to the public under another name. This is an option you'll want to consider when starting an LP in Florida.

What is a registered agent?

When you register an LP in FL, the registered agent becomes the contact person for all things regarding your new company. The agent is selected by the company's owners, and while they have certain powers, they cannot make major decisions about the company without approval from the other owners.

LP, LLP, and LLP

It is important to note that there are several different types of limited partnerships in Florida: Limited Partnership, Limited Liability Partnership and Limited Liability Limited Partnerships. Each one has a different effect on the partners involved.

Limited Partnership (LP)

Investors deemed 'limited partners' do not manage the company, but also have a limited or protected liability regarding company debts.

Limited Liability Partnership (LLP)

In addition to limited liability, in an LLP, partners are not liable for the actions of another partner. This is commonly used by licensed professionals such as CPAs, attorneys, etc.

Limited Liability Limited Partnership

This is a hybrid of both the LP and LLP, and thus general partners are not responsible for the actions of another partner and limited partners gain protected liability.

Drafting Florida Partnership Agreements

A key component of any Limited Partnership are the agreements made with the partners. When you form an LP in Florida, it's important to be detailed when drafting these agreements. These contracts will define roles and responsibilities for everyone involved in this new LP.

Dissolving an LP in Florida

Not every business can be a success, and sometimes you will need to dissolve your LP. The dissolution process begins with a Florida Certificate of Dissolution. When you fill out this form you will file it with the Florida Division of Corporations.




Frequently Asked Questions About Forming an LP in Florida

  1. Are an LP, LLP and LLLP the same thing?
  2. No. While each one is very similar, a limited partnership (LP), limited liability partnership (LLP), and limited liability limited partnership (LLLP) each have subtle differences to the way they function. While small, these variations have a big impact on the way your business is conducted. Learn more about how to start an LP, LLP or LLLP here.

  3. If I want to start an LP, how do I determine if the name I want is available?
  4. When you form an LP in Florida, you will need to apply for registration of the name. Before doing so, you should do a search to make sure that the name you're applying for is not already taken. Searching for the name may provide some answers, but you should use http://sunbiz.org/ to make sure your business name is available in Florida.

  5. What is a 'backer' or 'cover sheet?'
  6. These terms are interchangeably used to describe a page of information which is included with each document your file in regards to your new FL LP. This sheet should include:

    • Name of the document being filed
    • Statute under which the certificate is submitted for filing
    • Name and address of person filing
  7. What is a corporate kit or seal, and where can I obtain one?
  8. Typically required of larger corporations, you will need to maintain a 'corporate minute book' which records things like the formation paperwork, licenses, resolutions and meeting minutes. If you company should ever be audited or sold, this kit will be necessary. When you start an LP in Florida, you should consider maintaining a kit. Most companies also choose to purchase a kit instead of making their own. Kits can be purchased from a variety of online sources.

  9. How is a limited partnership in Florida taxed?
  10. When you start an LP, you will obtain a taxpayer identification number (EIN) from the Internal Revenue Service. LLCs are also able to elect its tax status for income purposes. Most LPs function with a 'pass-through' system which passes the profits down to each owner, where they pay taxes as they would normally.

  11. How many people are required to start an LP in Florida?
  12. A Florida LP requires at least two members. It is highly recommended that you have an attorney and an accountant, both who specialize in starting a new business, available to you. There are many subtleties to starting a company, and you do not want to make any mistakes. Arm yourself with knowledge about the process, then, start that company of your dreams.

To learn more, download the new Business License Checklist & Forms Packet to assist you with the Florida Limited Partnership process, as well as offer you helpful information on popular Limited Partnership topics.

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