How to Start a Limited Partnership in Florida | A Step-by-Step Guide

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Start a Limited Partnership in Florida

A limited partnership is an attractive business structure for those who want to start an LLC in Florida. It combines the best of both worlds, offering limited liability protection for limited partners and the ability to manage the business for general partners actively. This article will outline the steps on How to Start a Limited Partnership in Florida, covering everything from researching and preparing to registering your limited partnership with the Florida government and beyond.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your Florida Limited Partnership, all the steps in this article must guide you.

Steps in Starting a Limited Partnership in Florida

What is a Limited Partnership?

A Limited Partnership (LP) is a business structure comprising two types of partners: general and limited. It is a legal entity distinct from its partners and combines certain features of partnerships and corporations.

General partners are responsible for the day-to-day management of the business, make decisions on behalf of the partnership, and have unlimited liability for the partnership’s debts and obligations. This means their assets can be seized to cover the partnership’s liabilities if necessary.

Limited partners, on the other hand, are passive investors who do not participate in business management. They provide capital to the partnership and receive a share of the profits in return. Their liability is limited to the amount they have invested in the partnership, meaning that their assets are generally not at risk for the partnership’s debts beyond their investment.

It is suggested that you speak with a legal professional before you begin setting up your limited partnership in Florida. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited partnership.

– WEBINARCARE EDITORIAL TEAM

Steps in Starting a Limited Partnership in Florida

To form a limited partnership in Florida, you must consider following the below guidelines that, include research and preparation, establishing the limited partnership structure, drafting the limited partnership agreement, registering the limited partnership, complying with additional Florida requirements, and ongoing management and compliance and reporting requirements. 

Step 1: Research and Preparation

Before starting a limited partnership in Florida, you must familiarize yourself with this business structure’s laws and regulations. In the United States, limited partnerships are primarily governed by the Uniform Limited Partnership Act (ULPA). However, each state has its laws and regulations, so it’s essential to know the specific rules that apply in Florida.

While researching, consider whether a limited partnership is the most suitable structure for your business needs. Limited partnerships are ideal for businesses with one or more passive investors who want to avoid taking on the business’s day-to-day responsibilities. Consider alternative structures like Florida Corporations if a limited partnership doesn’t seem right.

Step 2: Establishing The Limited Partnership Structure

Once you’ve determined that a limited partnership is the right choice for your business, the next step is to establish the structure of your partnership. This involves choosing a name, hiring a Registered Agent, and determining the roles of the partners.

Choose a Name for the Limited Partnership

The name you choose for your limited partnership is essential to your business identity. In Florida, there are specific requirements that your limited partnership name must meet, such as including the words “Limited Partnership” or the abbreviation “LP.” Before settling on a name, conduct Florida Business Name Search through the Florida Department of State Division of Corporations to ensure the name you’ve chosen is available and not already used by another business.

Naming requirements for a Limited Partnership in Florida may include:

  • The name must be unique and distinguishable from other business entities registered in the state.
  • The name must include the words “Limited Partnership,” “L.P.,” or “LP.”
  • Certain words and phrases may be restricted or require additional approval from Florida.

If the limited partnership name is available, you may choose to reserve it for a specific period of 120 days by filing a name reservation application and paying the online name reservation fee of $35 and mail name reservation fee of $25. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name. 

The DBA filing can be done by three methods, online, by mail, and in person filing., which costs around $50 Processing Fee, $10 Certificate of Status, $30 Certified Copy. In addition, the DBA’s validity in Florida is five years, which you can file in Florida Secretary of State.

You can check out how to file a DBA in Florida for clearer understanding.

Hire a Registered Agent

A Registered Agent is a person or entity responsible for receiving legal documents and official notices on behalf of your LP. In Florida, your Registered Agent must:

  • Be a resident of Florida or a business entity authorized to do business in the state
  • Have a physical address in Florida (P.O. boxes are not acceptable)

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business. 

You can serve as your own Registered Agent or appoint a friend or family member, or hire a professional Florida Registered Agent Services. With that, we reviewed some of the best-registered agent services and provided features as an add-on with their formation packages for you to check out.

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Determine the Roles of the Partners

A limited partnership consists of two types of partners: general and limited. General partners are responsible for the day-to-day management of the business and have unlimited liability for the partnership’s debts and obligations. Limited partners, on the other hand, are passive investors who don’t participate in the management of the business and have limited liability up to the amount they’ve invested in the partnership.

As you structure your partnership, carefully consider who will take on the roles of general and limited partners. Remember that general partners will have more responsibility and potential liability, so choose those individuals wisely.

Step 3: Drafting the Limited Partnership Agreement

With the partnership structure established, the next step is to draft a limited partnership agreement. This document sets forth the partnership’s terms and conditions and should be carefully crafted to ensure it meets all legal requirements in Florida.

Include Essential Elements

A well-drafted limited partnership agreement should include the following essential elements:

  •  Name of the limited partnership
  •  Purpose of the limited partnership
  •  Duration of the limited partnership
  •  Names and addresses of general and limited partners
  •  Capital contributions of each partner
  •  Allocation of profits and losses
  •  Management and decision-making structure
  •  Process for admitting new partners

Address Optional Elements

In addition to the essential elements, it’s a good idea to address the following optional elements in your limited partnership agreement:

  •   Transfer of partnership interests
  •   Withdrawal or removal of partners
  •   Dissolution and winding up the process

To ensure your limited partnership agreement is legally sound and compliant with Florida laws and regulations, it’s advisable to seek legal advice from a Business Attorney in Florida with experience in limited partnerships.

Step 4: Registering the Limited Partnership

Once your limited partnership agreement is in place, the next step is to register your limited partnership with the Florida government. This process typically involves filing a Certificate of Limited Partnership with the Florida Secretary of State’s office.

Prepare and File the Certificate of Limited Partnership

To file the Certificate of Limited Partnership, complete the required forms, which can typically be found on the Florida Secretary of State. Include all necessary information and signatures, and pay the filing fee of $100.

Obtain an Employer Identification Number (EIN) from the IRS

After registering your limited partnership with the Florida government, you’ll need to obtain Florida Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This number is used to identify your partnership for tax purposes and is required for filing federal and state tax returns.

The application of an EIN can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN, you can benefit in several ways. It will give your LLP the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Recommended: If you would like to get your EIN easier, Legalzoom’s EIN services will obtain your tax ID number a breeze. Their knowledgeable team and easy-to-use platform allow businesses to quickly and confidently navigate the process. We recommend using –

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Register For Florida Taxes

Depending on your business activities and location, you may need to register for certain Florida taxes. Check with the Florida Department of Revenue or a tax professional to determine which taxes apply to your limited partnership.

Step 5: Complying With Additional Florida Requirements

In addition to registering your limited partnership with the Florida government, there may be other requirements you need to meet to operate your business legally. These may include obtaining business licenses or permits, filing annual reports with the Florida Secretary of State, and maintaining proper records and documentation.

Obtain Any Necessary Business Licenses or Permits.

Depending on the nature of your business, you may need to obtain various licenses or permits from state or local authorities. Check with the Florida Department of Business and Industry or a licensing professional to determine which licenses and permits apply to your limited partnership. However, in Florida, the costs of Florida Business Licenses range from $50 – $300.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in Florida.

File Annual Reports 

Florida require limited partnerships to file Annual Reports with the Florida Secretary of State’s office. These reports typically include updated information about the partnership, such as the names and addresses of partners and any changes to the partnership agreement. 

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Maintain Proper Records and Documentation

As a limited partnership, it’s essential to maintain proper records and documentation, including copies of your limited partnership agreement, tax returns, financial statements, and any other relevant documents. These records should be kept in a safe and accessible location and may be required in the event of an audit or legal dispute.

Step 6: Ongoing Management and Compliance

Starting a limited partnership in Florida is the beginning. To ensure the ongoing success of your business, it’s crucial to stay on top of management and compliance tasks. It is better to have regular meetings with your partners to ensure everyone is on the same page regarding the direction and performance of your business. These meetings can also help identify and address issues or concerns before they become more significant problems.

As a limited partnership, you must file annual tax returns and pay any required taxes at the federal and state levels. Consult with a tax professional to ensure you comply with all tax laws and deadlines.

Advantages of Limited Partnerships in Florida

Here are some key advantages of forming a limited partnership in Florida:

  • Limited Liability for Limited Partners: One of the main benefits of a limited partnership is that limited partners enjoy limited liability protection. This means their assets are generally not at risk for the partnership’s debts and obligations beyond their investment in the partnership. This limited liability can be attractive for investors who want to participate in a business venture without taking on the same level of risk as general partners.
  • Pass-through Taxation: Limited partnerships are typically subject to pass-through taxation, meaning the partnership’s profits and losses flow to the partners’ individual tax returns. This structure avoids double taxation, as the partnership is generally not subject to federal income tax. Instead, each partner is responsible for paying taxes on their share of the partnership’s income at their individual tax rate.
  • Flexibility: A limited partnership allows for flexibility in the management structure. General partners have the authority to make decisions and manage the business, while limited partners can remain passive investors. This division of responsibilities and decision-making power can appeal to both parties. It allows general partners to maintain control over the business operations and limited partners to invest without being involved in day-to-day management.
  • Ease of Formation: A limited partnership is typically less complicated and expensive than a corporation. Limited partnerships generally require filing a Certificate of Limited Partnership with the state and creating a limited partnership agreement, which is less complex than the documentation required for a corporation.
  • Attracting Capital: Limited partnerships can attract capital from investors who want to participate in a business venture without taking on the responsibilities and risks of being a general partner. This structure can help businesses secure funding while allowing limited partners to benefit from the partnership’s profits.
  • Continuity of the Partnership: In Florida, limited partnerships can continue to exist even if one of the general partners dies, withdraws, or is replaced, as long as there is at least one remaining general partner. This continuity can provide stability and help ensure the ongoing success of the partnership.

Can a Foreign Limited Partnership Do Business in Florida?

Yes, a foreign Limited Partnership can do business in Florida by registering as a foreign LP with the Florida Secretary of State or appropriate state agency. The foreign LP must provide a certificate of good standing from its home state and pay any required registration fees.

What are the Tax Implications of Forming a Limited Partnership in Florida?

Limited Partnerships are generally considered pass-through entities for tax purposes, meaning that the profits and losses of the business are passed through to the individual partners, who report them on their personal income tax returns. However, specific tax implications may vary depending on the state and the nature of your business. It is recommended to consult with a tax professional to determine your specific tax obligations.

FAQs

What is a limited partnership?
A limited partnership is a type of business entity in which there are at least one general partner and one limited partner.
What is the difference between a general partner and a limited partner?
A general partner is responsible for managing the day-to-day operations of the business, while a limited partner is only responsible for providing capital and has limited liability.
Can I start a limited partnership by myself?
No, you must have at least two partners – one general partner and one limited partner – to start a limited partnership in Florida.
Where can I find the forms to register a limited partnership in Florida?
You can find the necessary forms on the Florida Department of State’s website.
What is the cost to register a limited partnership in Florida?
The cost varies, depending on the type of limited partnership you’re forming and the needed services.
Do I need to file for a fictitious name if I’m starting a limited partnership in Florida?
No, you don’t need to file for a fictitious name if you’re starting a limited partnership in Florida.
Can a limited partnership operate under a trade name in Florida?
Yes, a limited partnership can operate under a trade name, commonly known as a “Doing Business As” (DBA), if it’s registered with the state of Florida.
How long does it take to register a limited partnership in Florida?
It typically takes a few days to a few weeks to process and approve the registration.
Can a limited partnership in Florida have foreign partners?
Yes, a limited partnership in Florida can have both domestic and foreign partners.
Is there a minimum capital requirement to start a limited partnership in Florida?
No, there is no required minimum capital to start a limited partnership in Florida.
Do limited partners have voting rights in Florida?
No, limited partners do not typically have voting rights unless the partnership agreement grants those rights.
Do I need to provide financial statements to start a limited partnership in Florida?
No, there is no mandatory requirement to provide financial statements for new limited partnerships.
Can a limited partner be held liable in any situation in Florida?
No, limited partners are liable only up to the amount they have invested in the business.
Do limited partners have any management authority in Florida?
No, limited partners don’t have an active management role in the daily operations of the business.
Can a limited partnership be sued in Florida?
Yes, a limited partnership can be sued just like any other business entity.
What are the tax implications of starting a limited partnership in Florida?
Limited partnerships in Florida are taxed as the type of business entity to which they are similar.
Does every limited partnership need to have a registered agent in Florida?
Yes, every limited partnership must have a registered agent in the state’s office.
What is a limited partnership agreement in Florida?
A limited partnership agreement outlines the duties and rights of the general and limited partners as well as the percentage of profits each will receive.
Can I change partners in a limited partnership in Florida?
Yes, partners can withdraw and be replaced with new partners.
Is it necessary to get an EIN for a limited partnership in Florida?
Yes, applying for an Employer Identification Number (EIN) is an important step to carry out the business operations smoothly.
What are the annual report filing requirements for a limited partnership in Florida?
Limited Partnerships are required to file an annual report by May 1rst of each year plus fees mentioned by the Government of Florida.
Can a limited partner sell their share in the business in Florida?
The sale of the interest of a limited partner in the business may be restricted as per the laws implied within the Florida government rules.
Can I include non-cash contributions for my investment as a limited partner in Florida?
Yes, LLCs and Limited partnerships in Florida allow the transfer of non-cash contributions; validated by proper valuation of such non-cash items.
What are some things to keep in mind while starting a limited partnership in Florida?
Choosing the relevant partner is crucial concerning comprehending actionable duration, funding process, financial liabity of partners among others.
Is a limited partnership a suitable choice if my business has endless funding needs in Florida?
A limited partnership will restrict the funding amount as per the investors interest plus contribution
Can the governing laws have a separate jurisdiction from the origination State?
Yes, both governing and association laws could have a separate jurisdiction only if the existing validating Laws mentioned under Florida laws ensure legislative & government compliance.
Can a limited partnership have an unlimited lifespan in Florida?
Assuming the Limited Partners declare active governance and compliance to relevant legislation policies- existence is only limited by lifetime of the partners in a Partnership.Business operations at large arent impacted.
Can a Family limited partnership (FLP) be separated onto different taxable units in Florida?
Depending on relevant taxation norms unique to Florida government, FLP have ways to separate into units as per the partners requirement for steadier investment.
Is it necessary to maintain separate partnerships tax returns annually in Florida?
Yes, separate partnership tax returns compliment your workforces transparency.
Is taxation uniform across all contributors in a limited partnership?
The legality complements and varies based on laws maintained per state.

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Conclusion

Starting a limited partnership in Florida can be a rewarding experience, providing you with the benefits of limited liability protection for passive investors and the opportunity to manage your business actively. By following the steps outlined in this article and staying on top of ongoing management and compliance tasks, you can establish a successful limited partnership and enjoy the benefits of this unique business structure.

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