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October 18, 2017
Partnerships

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Partnerships

| 4/21/2016

What is a partnership?
A partnership exists when two or more persons co-own a business and share in the profits and losses of the business. Each of the co-owners or partners contributes something, usually money or real property, to the business endeavor.

What types of partnerships does Florida recognize?
Chapter 620, F.S. recognizes two types of partnerships: General Partnerships and Limited Partnerships.

In a general partnership, the rights and responsibilities are divided equally among the partners. These partners are referred to as general partners because each partner can act on behalf of all the partners and each partner is responsible for the partnership’s debts and obligations.

A limited partnership is composed of both general and limited partners. Unlike general partners, limited partners are not responsible for the partnership’s actions, debts and obligations. This type of partnership allows each partner to determine and/or limit his or her personal liability. While general partners have the right to manage the business in return for their personal liability exposure, limited partners do not hold this right. Both general and limited partners, however, benefit from the business’s profits.

What are Limited Liability Partnerships and Limited Liability Limited Partnerships?
A “limited liability” designation protects the partners from being personally liable for the acts of the limited partnerships.

In Florida, a general partnership may obtain the “limited liability” partnership status by remitting a $25 filing fee and submitting a “Statement of Qualification” to the Division of Corporations.

A limited partnership may obtain the additional “limited liability” limited partnership status by including the appropriate limited liability limited partnership election statement in its Certificate of Limited Partnership and including an acceptable limited liability limited partnership suffix in its name.

To register a Florida general partnership, download and mail a completed Partnership Registration Statement along with a $50 filing fee to the Division of Corporations.

 

GENERAL PARTNERSHIP
The registration statement must contain:

  • The name of the partnership.
  • The state or country of formation.
  • The Federal Employer Identification Number.
  • The street address of the chief executive office.
  • The street address of the principal office in Florida, if applicable.
  • The required partnership information. This 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.

To register an out-of-state general partnership to do business in Florida:

OUT-OF-STATE GENERAL PARTNERSHIP
The registration statement must contain:

  • The form to register an out-of-state (or foreign) general partnership and a Florida general partnership are the same.
  • Visit Sunbiz.org to download the Partnership Registration Statement. Mail the completed form with a $50 filing fee to the Division of Corporations. This service is not available online

For general partnerships to obtain additional limited liability status, download and submit a completed Statement of Qualification form with a fee of $25 to the Division of Corporations.

GENERAL PARTNERSHIP LIMITED LIABILITY PARTNERSHIP STATUS
The statement must contain:

  • The name of the partnership as identified in the records of the Florida Department of State and the Florida registration number.
  • The limited liability partnership suffix adopted for the partnership (“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 its chief executive office address
  • The name and Florida street address of the partnership’s 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.
  • Signature of a partner or authorized person attesting under penalties of perjury that the facts stated in the document are true. The date signed.

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