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October 16, 2017

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Partnerships

| 4/21/2017

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 form a Florida limited partnership or limited liability limited partnership, file a Certificate of Limited Partnership or Limited Liability Limited Partnership and submit filing fees totaling $1,000 to the Division of Corporations.

LIMITED PARTNERSHIP OR LIMITED-LIABILITY LIMITED PARTNERSHIP
The statement must contain:

  • The 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”).
  • The street and mailing address of initial designated office.
  • The name of the Registered Agent for Service of Process.
  • The Florida street address of the Registered Agent.
  • The signature of the Registered Agent, accepting the designation as Registered Agent.
  • The name and business 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 elects to be a limited liability limited partnership, if applicable.
  • Signature of each general partner.

To register an out-of-state limited partnership or limited liability limited partnership to do business in Florida:

OUT-OF-STATE LIMITED PARTNERSHIP OR LIMITED-LIABILITY LIMITED PARTNERSHIP
Basic Information Required to File an Application by Foreign Limited Partnership or Limited Liability Limited Partnership to Transact Business in Florida:

  • Visit Sunbiz.org to download the form and instructions for registering a foreign limited partnership or limited liability limited partnership.
  • Mail the completed form with a $1,000 filing fee to the Division of Corporations. This service is not available online.

 

File Online
Visit Sunbiz.org to file your Certificate of Limited Partnership or Limited Liability Limited Partnership electronically using the Department of State’s online filing application.A major credit card (American Express, MasterCard, Visa or Discover) is required.

File by Mail
Go to Sunbiz.org to download the appropriate fill-in-the-blank form.
Mail to: Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.

 

Registration Tips

Your Certificate of Limited Partnership or Limited Liability Limited Partnership may need to include additional items that specifically apply to your situation. The Department of State strongly recommends that all documents be reviewed by a legal professional prior to submission.

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