Form a Florida Limited Liability Partnership (LLP)

A limited liability partnership is a general partnership that has taken one extra legal step. You start with two or more people carrying on a business as co-owners — that is a general partnership by default the moment you begin. In a plain general partnership, every partner is personally liable for the debts and, worse, for the wrongful acts of every other partner. If your partner commits malpractice, a creditor or plaintiff can come after your personal assets even though you had nothing to do with it.

Registering as a limited liability partnership changes that. Florida recognizes LLPs under Chapter 620 of the Florida Statutes, part of the state's partnership law. Once a partnership files a Statement of Qualification with the Division of Corporations and becomes an LLP, a liability shield drops into place: a partner is no longer personally responsible, solely by reason of being a partner, for the obligations of the partnership that arise from another partner's negligence, wrongful acts, or misconduct.

The shield is about partners, not the entity

This is the distinction that trips people up. The LLP itself is still fully liable for its own debts and obligations — the shield protects the individual partners' personal assets, not the partnership's assets. A partner remains personally responsible for their own wrongful conduct. What changes is that one partner's mistake no longer automatically becomes every other partner's personal problem. That vicarious liability, which is the defining risk of a general partnership, is what the LLP registration removes.

An LLP keeps the partnership relationship intact

Unlike converting to a corporation or an LLC, becoming an LLP does not change the underlying nature of the business. It remains a partnership. The partners still own it, still run it, still share profits under their partnership agreement, and still report income as a partnership for tax purposes. The registration adds a liability wall on top of the partnership you already have, without forcing you to restructure ownership or governance.

The LLP is the structure most associated with licensed professionals who practice together — law firms, accounting firms, medical and dental groups, architecture and engineering practices, and consultancies. There is a practical reason for that association: professionals face malpractice exposure, and an individual professional wants protection from a colleague's error without giving up the partnership form that professional practices traditionally use.

That said, the LLP is available to a wide range of businesses in Florida, not only regulated professions. Any group of two or more people who want to operate as partners while limiting each partner's exposure to the others' conduct can consider it.

When an LLP makes sense

• You already operate as a partnership. If you and one or more people are running a business together without any formal entity, you are a general partnership right now, exposed to unlimited vicarious liability. Registering as an LLP is often the cleanest fix because it preserves the partnership you already have.
• You are licensed professionals. In many practices, professional rules and client expectations favor the partnership form, and the LLP delivers a liability shield that fits that tradition.
• Ownership and profit splits are already worked out among partners. The LLP layers protection over an existing arrangement without asking you to re-paper ownership as membership interests or shares.

When another structure might fit better

If you are a single owner, you cannot form an LLP — a partnership requires at least two partners — and an LLC is the usual choice. If you want a management structure with passive investors and general managers, a limited partnership or an LLC may map more naturally onto what you have in mind. These are worth discussing with an attorney or accountant before you commit.

Florida LLPs are handled by the Division of Corporations, which runs the Sunbiz platform at dos.fl.gov/sunbiz. The registration that gives a partnership its LLP status is the Statement of Qualification, filed with the Division. The state fee is set on the Division's fee schedule, and Mainstay Filing keeps the amount we charge equal to what the state charges — there is no marked-up filing line.

The Statement of Qualification records the partnership's name, its principal office address, the name and Florida street address of its registered agent, and a statement that the partnership elects to be a limited liability partnership. You do not have to disclose the identity of every partner, describe your line of business, or attach financial statements to register.

Processing and timing

Filings submitted online through Sunbiz generally process within a few business days. If you are working against a deadline — a lease, a client engagement letter, a bank account application — give the Division the full processing window and confirm the LLP appears in the Sunbiz records search before you rely on it being active.

What the filing captures

• Partnership name ending in an approved LLP designator so the public can see the liability status
• Principal office address, which can be a physical business location; a bare P.O. box is not acceptable as the sole address
• Registered agent — a person or company with a physical Florida street address who agrees to accept legal documents for the partnership
• The LLP election itself, which is the operative statement that triggers the liability shield

Registration is a one-time act. Keeping the LLP in good standing is an annual habit, and the state does not send a paper reminder you can count on.

Annual report

Every Florida LLP must file an annual report with the Division of Corporations by May 1 each year, filed online through the Sunbiz annual report portal. The report is a confirmation and update of your registered agent, principal office, and contact details — it is not a financial statement and does not ask for revenue or profit. Missing the deadline adds a late penalty, and a partnership that stays unfiled long enough is stripped of its active status by the state.

Registered agent upkeep

Your registered agent must remain reachable at a Florida street address for as long as the LLP exists. If your agent moves, resigns, or becomes unavailable, you must update the record with the Division. An LLP with a stale agent address is technically out of compliance even when its annual report is current.

Partnership agreement and licensing

The state does not collect your partnership agreement, but you should have one — it governs how partners share profits, make decisions, admit or remove partners, and wind the business down. Separately, professional partners must keep their individual licenses in good standing with the relevant Florida board, and local governments may require a business tax receipt. Those obligations run on their own cycles, independent of your LLP registration.

Mainstay Filing prepares and submits the Statement of Qualification so you are not navigating the Sunbiz interface, guessing at which designator your name needs, or wondering whether the LLP election language is correct.

When you start an order, you give us what the state needs: your partnership name, principal office address, and your choice of registered agent. We assemble the Statement of Qualification, file it through the Division, and return the recorded document once the state processes it. We include registered agent service, so a professional Florida address sits in the public record instead of a partner's home, and someone is always available to accept legal papers on the partnership's behalf.

After registration, we track your May 1 annual report deadline and can file it for you so the LLP stays active without anyone on your team learning the Division's procedures.

Where our role ends

We are a filing service, not a law firm or an accounting firm. We do not draft your partnership agreement, advise on profit splits, or opine on whether the LLP is the right structure versus an LLC or a limited partnership. Those questions belong with your attorney or CPA. What we handle is the state-facing paperwork — done correctly, on time, and kept in good standing.