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Partnerships
Read a glossary of terms, along with basic information on Florida and foreign limited partnerships.
| 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. |
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, limited liability 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.)
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