How to Start a Florida LLP — Step-by-Step

A Florida partnership name has to be distinguishable from every other entity already on file with the Division of Corporations — not only other partnerships, but LLCs, corporations, and limited partnerships too. "Distinguishable" is a legal test, not a matter of taste, and names that differ only by punctuation, spacing, or filler words like "the" and "and" may not clear it.

Start at the Sunbiz records search and run your proposed name along with close variants. If something too similar is already registered, the Division can reject your filing, which costs you time.

Naming rules for a Florida LLP

• The name must include a designator that identifies the entity as a limited liability partnership, such as "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," or "LLP." This is what signals the liability status to the public.
• The name cannot imply a government agency or affiliation.
• Words like "bank," "trust," or "insurance" generally require sign-off from the relevant Florida regulator before the name can be used.
• Professional partnerships must also comply with any naming conventions their licensing board imposes.

Optional name reservation and fictitious names

If you want to lock a name before you are ready to register, Florida allows a short-term name reservation through Sunbiz. Separately, if the partnership will operate under a name different from its registered legal name, you register a fictitious name (DBA) with the Division — a process that includes a newspaper publication requirement in your principal county and runs for five years. Both are distinct from the LLP registration itself.

Before you file, decide who your registered agent will be, because the agent is named in the Statement of Qualification and must consent to the role. Florida requires every LLP to keep a registered agent with a physical Florida street address for as long as the partnership exists. The agent is the official recipient of lawsuits, subpoenas, regulatory notices, and state correspondence.

Who can serve

• A partner or employee with a physical Florida street address who is reliably present during business hours. That address becomes part of the public Sunbiz record.
• Another trusted individual who is a Florida resident, such as an attorney licensed in the state.
• A commercial registered agent service, which puts a professional address in the public record instead of a partner's home or office and guarantees someone is available to receive documents even when partners are traveling or in court.

Why partners often use a commercial agent

Whatever address you list becomes searchable on Sunbiz. For a professional practice, many partners prefer not to publish a home address, and a commercial service also removes the risk that a process server arrives while everyone is out. It keeps the "available during business hours" requirement satisfied without tying a partner to the office.

The Statement of Qualification is the filing that turns your general partnership into a registered limited liability partnership in Florida's official records. You file it with the Division of Corporations through Sunbiz. The state fee is published on the Division's fee schedule; Mainstay Filing charges exactly what the state charges for the filing, with no markup on that line.

Online filings generally process within a few business days. Once the Division accepts the filing, the LLP appears in the Sunbiz records and your stamped document becomes available.

What goes in the Statement of Qualification

• Partnership name with the required LLP designator
• Principal office address — a real business address, not a bare P.O. box
• Registered agent name and Florida street address, along with the agent's acceptance of the role
• The election to be a limited liability partnership, which is the operative statement that creates the liability shield

What you do not have to disclose

You do not have to list every partner by name, describe your business activities, or attach any financial information. The Statement of Qualification is a short registration document. The internal details of who owns what and how profits are split live in your partnership agreement, which stays private.

The partnership agreement is the LLP's internal governing document. Florida does not require you to file it, and it never enters any public database — but you want it settled before the partnership takes on obligations or brings on additional partners. For an LLP replacing an informal general partnership, this is often the moment to write down arrangements that were previously only verbal.

What a solid partnership agreement covers

• Partnership interests: who the partners are and each partner's ownership share
• Capital contributions: what each partner put in at the start and any obligation to contribute more later
• Profit and loss allocation: how profits and losses are divided, which need not track ownership percentages exactly
• Draws and distributions: when and how partners take money out
• Management and voting: which decisions any partner can make alone and which require a partner vote, and how votes are weighted
• Admitting and removing partners: the process for bringing in a new partner or handling a departure, expulsion, death, or disability
• Dispute resolution and dissolution: how disagreements are resolved and how the partnership winds down and distributes assets

Without a written agreement, Florida's default partnership rules fill every gap — and those defaults, such as equal profit sharing regardless of contribution, frequently do not match what the partners actually intended.

An Employer Identification Number is the nine-digit federal tax ID that the IRS provides free of charge. A multi-member partnership needs one regardless of size, because a partnership files its own federal return.

Why an LLP needs an EIN

• A partnership files Form 1065 and issues Schedule K-1s to the partners, all of which require an EIN
• Banks require an EIN to open a partnership account
• You need one to hire employees and handle payroll

How to apply

Apply online through the IRS EIN Assistant at IRS.gov. Expect about ten minutes to complete it, with the number granted on the spot — ready to use that very day. The online application asks for the responsible party's Social Security number or ITIN. A responsible party without a US taxpayer ID applies by fax or mail using Form SS-4.

Keeping partnership money separate from any partner's personal money is essential — commingling undercuts the very separateness that supports the liability shield and creates chaos in the books. Open a dedicated account in the partnership's name before you start collecting revenue.

What banks usually ask for

• The filed Statement of Qualification
• The IRS EIN confirmation
• The partnership agreement, which most banks want to see who is authorized to act
• Government-issued ID for each partner who will be an authorized signer

Community banks and credit unions are often more flexible with new partnerships than large national chains. Compare monthly fees, transaction limits, and minimum balance rules before choosing.

Most of the work happens at registration. After that, compliance is one annual filing plus attentiveness to any change in your registered agent or address.

Annual report

File by May 1 each year through the Sunbiz annual report portal. The report confirms your registered agent, principal office, and contact details. Missing May 1 adds a late penalty, and a partnership that stays unfiled long enough loses its active status.

Registered agent changes

If your agent moves, resigns, or you switch providers, update the record with the Division promptly. A stale agent address leaves the LLP non-compliant even when everything else is current.

Taxes and licenses

A partnership files Form 1065 federally and passes income through to partners on Schedule K-1; Florida has no personal income tax on that pass-through income. If you sell taxable goods or services, register with the Florida Department of Revenue for sales tax. Professional partners must keep their individual licenses active, and local governments may require a business tax receipt — all separate from the LLP registration.