October 22, 2014

dba Florida

Partnerships

A Reference Guide to Doing Business in Florida

General Information
Entities that transact business in Florida as Florida Limited Partnerships or Limited Liability Limited Partnerships are required by Florida Statutes to file a Certificate of Limited Partnership with the Division of Corporations and pay the registration fees.

Any legal or commercial business entity listed as a General Partner must have an active registration or filing with the Division.

A Foreign Limited Partnership or Limited Liability Limited Partnership must submit an Application by Foreign Limited Partnership or Limited Liability Limited Partnership for Authorization to Transact Business in Florida, a certificate of existence from its home state or country, and the applicable registration fees.

All limited partnerships or limited liability limited partnerships that register with the Division must file an annual report form each year between January 1 and May 1 and pay the filing fee.

Failure to file will result in revocation of authority to transact business. Partnership registration documents must bear original signatures. Photocopied documents bearing original signatures are acceptable; however, photocopied signatures are not acceptable. Documents must be typewritten or printed legibly in the English language.

Partnerships
Basic Information Required to File a Partnership Registration Statement

  • The name of the Partnership
  • The state or country of formation
  • The Federal Employer Identification number (FEI)
  • The street address of the chief executive office
  • The street address of the principal office in Florida, if applicable
  • In accordance with s. 620.8105(1)(c)(1 & 2), Florida Statutes, required partner information must be provided in one of the following options.
    [a] Attach a list of the names and mailing addresses of ALL partners and Florida Registration Numbers, if other than individuals, or:
    [b] Provide the name and street address of the agent in Florida who shall maintain a list of the names and mailing addresses of all partners. If agent is other than an individual, provide the Florida registration number of the entity.

  • The typed or printed names of two partners and their signatures, attesting under penalties of perjury that the facts stated in the document are true. The date signed.
  • (Optional) Effective date, if other than the date of filing. (Effective date cannot be prior to nor more than 90 days after the date of filing.
Florida and Foreign Limited Partnerships and Limited Liability Limited Partnerships
Basic Information Required to File a Certificate of Limited Partnership for a Florida Limited Partnership or Limited Liability Limited Partnership

  • Name of the limited partnership or limited liability limited partnership (If a limited partnership, name must contain one of the following suffixes: "Limited Partnership", "Limited", "L.P.", "LP" or "Ltd." If a limited liability limited partnership, name must contain one of the following suffixes: "Limited Liability Limited Partnership", "L.L.L.P." or "LLLP".)
  • Street and mailing address of initial designated office
    lName of the Registered Agent for Service of Process (If agent is other than an individual, the entity must have an active Florida registration on file with the Division of Corporations.)
  • Florida street address of the Registered Agent (A post office box is not acceptable.)
  • The signature of the Registered Agent, accepting the designation as Registered Agent for Service of Process
  • Name and business address of each general partner (If partner is other than individual, provide the Florida registration number of the entity.)
  • A statement the limited partnership elects to be a limited liability limited partnership, if applicable
  • Signature of each general partner
  • (Optional) Effective date, if other than the date of filing (Effective date cannot be prior to nor more than 90 days after the date of filing.)
Basic information required to file an Application by Foreign Limited Partnership or Limited Liability Limited Partnership to Transact Business in Florida

  • A foreign limited partnership or limited liability limited partnership must submit a certificate of existence that is no more than 90 days old, duly authenticated by the official having custody of records in the jurisdiction under the law of which it is formed.
  • A foreign limited partnership or limited liability limited partnership must also submit an Application by Foreign Limited Partnership or Limited Liability Limited Partnership to Transact Business in Florida, which includes the following:
    [a] Name of limited partnership or limited liability limited partnership (If a limited partnership, name must contain one of the following suffixes: "Limited Partnership", "Limited", "L.P.", "LP" or "Ltd." If a limited liability limited partnership, name must contain one of the following suffixes: "Limited Liability Limited Partnership", "L.L.L.P." or "LLLP".
    [b] If name is unavailable or does not meet filing requirements, the name under which the limited partnership or limited liability limited partnership proposes to register or transact business in Florida Department of State

  • The state or country of formation
  • The date of formation
  • The principal office and mailing address
  • The name of the Registered Agent for Service of Process (If agent is other than an individual, the entity must have an active Florida registration on file with the Division of Corporations.)
  • Florida street address of the Registered Agent (A post office box is not acceptable.)
  • The signature of the Registered Agent, accepting the designation as Registered Agent for Service of Process
  • Name, principal office address and mailing address of each general partner (If partner is other than an individual, provide the Florida registration number of the entity.)
  • A statement the limited partnership is a limited liability limited partnership, if applicable
  • Signature of a general partner
  • (Optional) Effective date, if other than the date of filing (Effective date cannot be prior to nor more than 90 days after the date of filing.)
Florida and Foreign Limited Liability Partnerships
Basic information required to file a Florida or Foreign Limited Liability Partnership

  • The name of the partnership as identified in the records of the Florida Department of State and the Florida registration number. If not registered, attach a completed Partnership Registration Statement and the filing fee.
  • The suffix adopted for the partnership shown in item number 1 above ("Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP" or "LLP")
  • The street address of its chief executive office if different from the current recorded address
  • The street address of the principal office in Florida if different from item 3 above
  • The name and Florida street address of the partnerships' agent for service of process. If agent is other than an individual, the entity must have an active Florida registration.
  • A statement that the partnership elects to be a limited liability partnership
  • Effective date, if other than the date of filing (Effective date cannot be prior to nor more than 90 days after the date of filing.)
  • Signature of a partner or authorized person attesting under penalties of perjury that the facts stated in the document are true. The date signed.
More Information/Fees
Call (850) 245-6051; write to the Florida Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314; or check online (www.sunbiz.org)

Glossary
?
A partnership is an association of two or more persons to carry on a business for profit as co-owners.

? A general partnership is an association of two or more partners, each as a general partner with full status of unlimited personal liability and managerial control.

? A limited partnership is a partnership formed by two or more persons, under the laws of Florida, having one or more general partners and one or more limited partners with limited liability and little or no managerial control (i.e., investors only).

? A foreign limited partnership is a partnership formed by two or more persons under the laws of any state other than Florida or of any other country, and having as partners one or more general partners and one or more limited partners.

? A limited liability partnership is a general partnership that maintains an active registration with the Florida Department of State, Division of Corporations, by which it is afforded certain limitations in a general partner's liability.

? A limited liability limited partnership is a limited partnership that maintains an active registration or election with the Florida Department of State, Division of Corporations, by which it is afforded certain limitations in a general partner's liability.

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