Florida LLP Frequently Asked Questions

A Florida LLP is a general partnership that has filed a Statement of Qualification with the Division of Corporations to elect limited liability partnership status. That election adds a liability shield: a partner is not personally liable, solely because they are a partner, for obligations of the partnership arising from another partner's negligence, wrongful acts, or misconduct. The business remains a partnership in every other respect.

An LLC is a distinct entity type owned by members holding membership interests, and it broadly shields those members from the company's debts. An LLP is a partnership owned by partners, and its shield is focused on protecting each partner from liability arising out of the other partners' conduct. An LLP requires at least two partners, while an LLC can have a single owner. Many licensed professionals prefer the LLP because it keeps the partnership form they are accustomed to.

No. The shield protects a partner from liability arising out of the wrongful acts of the other partners, not from their own. If you personally commit malpractice or negligence, you remain personally liable for it, and the partnership entity remains liable for its own obligations too. What the LLP removes is the vicarious personal liability that a general partnership imposes on every partner for every partner's mistakes.

At least two. A partnership by definition requires two or more partners, so a single owner cannot form an LLP. If you are the only owner and want a liability shield, the LLC is the usual alternative. There is no fixed maximum number of partners.

No. Florida imposes no residency requirement on the partners of an LLP. The registered agent is the only party that has to keep a physical street address in Florida and be present there. A commercial registered agent service satisfies that requirement, so partners can be located anywhere and still register a Florida LLP.

You file a Statement of Qualification with the Florida Division of Corporations through the Sunbiz platform. It records the partnership's name, principal office address, registered agent, and the election to be a limited liability partnership. That election is the operative step that creates the liability shield. An existing general partnership becomes an LLP by making this filing.

Online filings through Sunbiz generally process within a few business days, depending on the Division's workload. The LLP is active once the state accepts the Statement of Qualification and it appears in the Sunbiz records. If you are working against a deadline, file early and give the state the full processing window.

The name must include a designator identifying the entity as a limited liability partnership — for example "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," or "LLP." The name must also be distinguishable from every other entity on file with the Division and cannot imply a government affiliation or use restricted words like "bank" without approval.

Florida has no personal state income tax, and a partnership is a pass-through for federal purposes — it files an informational return and passes income to the partners, who report it on their own returns. So the partnership's operating income generally is not taxed at the Florida level. Sales tax, employment taxes, and any special situations still apply, so confirm your specifics with an accountant.

Yes. A partnership files Form 1065, an informational return, and issues each partner a Schedule K-1 reporting their share of income, deductions, and credits. The partners then report those amounts on their personal returns. Because the partnership itself does not pay federal income tax on pass-through income, the partners are taxed individually on their shares.

Every Florida LLP must file its annual report by May 1 each year through the Sunbiz portal. The report updates the registered agent, principal office, and contact information — it is not a financial disclosure. Filing after May 1 triggers a late penalty, and a partnership that remains unfiled long enough loses its active status with the Division.

Yes. A partnership must obtain an Employer Identification Number from the IRS because it files its own federal return and issues Schedule K-1s to the partners. You also need the EIN to open a partnership bank account and to hire employees. The IRS issues EINs at no cost, and the online application returns the number immediately.

No, Florida does not require you to file a partnership agreement, and it never becomes public. But you should have one. It records ownership shares, profit and loss allocation, decision-making rules, and how partners are admitted or removed. Without it, Florida's default partnership rules govern everything — including equal profit sharing regardless of contribution — which often does not match the partners' intent.

Yes, every Florida LLP must maintain a registered agent with a physical Florida street address, available during business hours. A partner or employee who meets those conditions can serve, but their address becomes part of the public Sunbiz record and they have to be present to accept documents. Many partnerships use a commercial service for privacy and guaranteed availability.

Yes, and it is one of the most common reasons partnerships register. An existing general partnership becomes an LLP by filing the Statement of Qualification and adopting an appropriate LLP designator in its name. The underlying partnership continues without interruption; the filing simply adds the liability shield to the business you already run.

Admitting or removing a partner is governed primarily by your partnership agreement, which should spell out the process, buy-out terms, and voting requirements. Certain changes may also require updating the partnership's records or filings with the state. This is a situation where having a written agreement in place before the change happens saves considerable friction.

Dissolving an LLP generally involves deciding to wind up under your partnership agreement, settling debts, distributing remaining assets to the partners, and filing the appropriate dissolution or cancellation paperwork with the Division of Corporations. You should also close out tax accounts and cancel licenses. Because winding up a partnership touches ownership and tax questions, it is worth coordinating with your attorney and accountant.