Form a Florida Limited Partnership Without the Guesswork

A limited partnership is a business owned by two categories of partners who are treated very differently under the law. At least one general partner runs the enterprise, signs contracts, and carries personal responsibility for the partnership's obligations. At least one limited partner puts in capital, shares in the profits, and — as long as they stay out of day-to-day management — is shielded from partnership debts beyond what they invested.

Florida governs limited partnerships under Chapter 620 of the Florida Statutes, the Florida Revised Uniform Limited Partnership Act of 2005. That statute defines who a general partner is, what a limited partner can and cannot do without losing their protection, and how the entity is formed, run, and wound down. Everything on this page traces back to that chapter and to the Division of Corporations that administers it.

Where the LP structure fits

The LP is not a general-purpose business form the way an LLC is. It's built for arrangements where money and management sit with different people. Common uses in Florida include:

• Real estate holding ventures, where one operator assembles a property and passive investors fund the purchase without wanting a voice in daily decisions.
• Investment funds, where a fund manager serves as general partner and the investors come in as limited partners.
• Family limited partnerships, used for holding and transferring family assets across generations while keeping control concentrated in the general partner.
• Film, agricultural, and single-project ventures, where a defined pool of capital backs a defined undertaking.

If everyone involved wants a management vote and equal protection, an LLC is usually the cleaner choice. The LP earns its keep precisely when you need the passive-investor lane that the limited partner role provides.

Understanding a limited partnership means understanding the split at its core. The two roles are not interchangeable, and the differences have real financial consequences.

The general partner

The general partner controls the partnership. They make the decisions, bind the entity to agreements, and manage the assets. In exchange for that authority, they take on unlimited personal liability for the partnership's debts and obligations. If the LP can't pay a judgment, creditors can pursue the general partner's personal assets.

Because that exposure is significant, many Florida limited partnerships name an entity — often an LLC — as the general partner rather than an individual. That way the human behind the operation gets the LLC's liability shield while the LP still has the general partner it legally requires. This is a common and entirely legitimate structure.

The limited partner

The limited partner is an investor, not a manager. They contribute capital, receive a share of profits and losses as spelled out in the partnership agreement, and are liable only up to the amount they invested. Their personal assets stay off the table.

The catch — and it is the single most important rule in LP law — is the control line. A limited partner who crosses into active management of the business can forfeit the liability protection that made the LP attractive in the first place. Florida's statute gives limited partners a set of "safe harbor" activities they can do without becoming liable, such as voting on major matters, consulting with the general partner, and reviewing the books. Step beyond those, and a limited partner can be treated like a general partner by anyone who reasonably relied on their apparent control.

A Florida limited partnership comes into existence when you file a Certificate of Limited Partnership with the Florida Department of State, Division of Corporations, through its Sunbiz platform. This is the formation document — the LP equivalent of a corporation's articles or an LLC's articles of organization.

What the certificate contains

• The partnership's name, which must contain "Limited Partnership," "L.P.," or "LP," and must be distinguishable from every other entity on file in Florida.
• The mailing and principal office address of the partnership.
• The registered agent's name and Florida street address, along with the agent's acceptance of the appointment.
• The name and address of each general partner. Unlike an LLC, an LP must publicly name its general partners in the formation filing.

Notice what's absent: limited partners are not listed on the certificate. Their identities and contributions live in the private limited partnership agreement, not the public record. That privacy is one reason investors are comfortable coming in as limited partners.

Processing and public record

Online filings through Sunbiz generally process within a few business days. Once accepted, the LP appears in the public Sunbiz search, the general partners are visible, and the certificate becomes the anchor for everything that follows — the annual report, amendments, and eventual dissolution.

Florida imposes no personal state income tax, which is a genuine draw for partnership structures. A limited partnership is a pass-through entity by default: the LP itself does not pay federal income tax. Instead, profits and losses flow through to the partners, who report their allocated share on their own returns.

The partnership files an informational federal return, Form 1065, and issues each partner a Schedule K-1 showing their share of income, deductions, and credits. General partners typically owe self-employment tax on their share of active business income; limited partners generally do not, because their income is treated as passive investment return rather than earnings from labor. How any given dollar is characterized depends on facts and on how the partnership agreement is written, which is a conversation for a tax professional.

Because Florida has no individual income tax, the state-level tax burden on a properly structured pass-through LP is minimal. Florida does levy a corporate income tax, but that reaches an LP only if it has elected unusual corporate tax treatment — a rare choice for a limited partnership.

Forming an LP has more moving parts than forming an LLC, mostly because of the general-partner disclosure and the two-tier ownership structure. We prepare and file the Certificate of Limited Partnership with the Division of Corporations, name your registered agent, and return the filed certificate once the state processes it.

When you place an order, you give us the partnership name, the principal and mailing addresses, and the details of each general partner. We handle the Sunbiz mechanics, confirm the registered agent designation is properly recorded, and send you the stamped documents you'll need to open a bank account and get an EIN.

Where our role ends

We are a filing service, not a law firm or an accounting firm. We don't draft your limited partnership agreement, advise on how to split profits between general and limited partners, or tell you whether an entity should serve as your general partner. Those decisions carry real legal and tax weight and belong with a Florida attorney and a CPA. What we do is make the state-facing filing correct and get your LP on the record cleanly, so the structural decisions you make with your advisors actually take effect.