Florida Limited Partnership: Frequently Asked Questions

What is a limited partnership, exactly?

A limited partnership is a business owned by two kinds of partners. At least one general partner runs the business and is personally liable for its debts. At least one limited partner invests capital, shares in profits, and — as long as they stay passive — is protected from partnership debts beyond their investment. Florida governs LPs under Chapter 620 of the Florida Statutes.

How is an LP different from a general partnership?

In a general partnership, every partner manages and every partner is personally liable. A limited partnership adds the limited-partner class: investors who get liability protection in exchange for staying out of management. The general partner in an LP still carries the same unlimited liability a general partner has in any partnership.

Can one person own a limited partnership?

Not really. An LP by definition needs at least one general partner and at least one limited partner, so it takes at least two distinct roles. The same person generally can't occupy both roles in a way that makes the entity meaningful. If you're a solo operator, an LLC is almost always the better fit.

Can a company be the general partner?

Yes. It's very common to use an LLC or corporation as the general partner. That way the humans running the venture get the general-partner entity's liability shield, while the LP still has the general partner it legally requires. This is one of the most popular LP structures precisely because it manages the general partner's personal exposure.

Is a limited partner really protected from the partnership's debts?

Yes — but conditionally. A limited partner is liable only up to the amount they've contributed, provided they don't participate in controlling the business. Florida gives limited partners a "safe harbor" of activities they can do without losing protection, like voting on major decisions, consulting with the general partner, and inspecting records.

What happens if a limited partner starts managing the business?

They risk their protection. If a limited partner takes on active management beyond the safe-harbor activities, they can be treated as a general partner — and be held personally liable — at least to anyone who reasonably believed they were in control. This "control rule" is the single most important thing a limited partner needs to understand.

Why is the general partner personally liable?

Because the general partner holds the power. They manage the assets, sign the contracts, and bind the partnership. Florida law pairs that authority with responsibility: if the LP can't pay its obligations, creditors can pursue the general partner's personal assets. Using an entity as the general partner is the standard way to blunt that exposure.

What document creates a Florida LP?

The Certificate of Limited Partnership, filed with the Florida Division of Corporations through Sunbiz. It names the partnership, its addresses, its registered agent, and every general partner. The LP legally exists once the state accepts that filing.

Are limited partners listed in the public record?

No. Only general partners appear on the Certificate of Limited Partnership. Limited partners and their capital contributions live in the private limited partnership agreement, which is never filed with the state. That privacy is one reason investors are comfortable as limited partners.

Do I need a written partnership agreement?

Florida doesn't require you to file one, but you should absolutely have one. The limited partnership agreement sets capital contributions, profit and loss allocation, distribution priorities, and the boundaries of each partner's rights. Without it, Florida's statutory defaults govern everything, often in ways the partners never intended.

How long does formation take?

Online filings through Sunbiz generally process within a few business days. Once the Division accepts the certificate, the LP is active, appears in the public database, and its stamped certificate is available for opening bank accounts and getting an EIN.

How is a Florida LP taxed?

By default it's a pass-through entity. The LP files an informational federal return, Form 1065, and issues each partner a Schedule K-1. The partners report their allocated share of income on their own returns; the partnership itself pays no federal income tax. Florida has no personal state income tax, so the state-level burden on pass-through income is minimal.

Do limited partners pay self-employment tax?

Generally not on their partnership income, because it's treated as passive investment return rather than earnings from labor. General partners typically do owe self-employment tax on their share of active business income. How any specific dollar is characterized depends on the facts and the partnership agreement — a question for your CPA.

Does a Florida LP need an EIN?

Yes. Because an LP always has multiple partners and files a partnership return, it needs its own EIN regardless of employees. You get one free from the IRS, usually in minutes online.

What annual filing does a Florida LP have?

An annual report with the Division of Corporations, due May 1 each year, filed through the Sunbiz annual report portal. It confirms your registered agent, addresses, and general partner information. It is not a financial disclosure. Missing the deadline triggers a steep late penalty, and continued failure leads to administrative dissolution.

What happens if I miss the annual report?

A late penalty applies, and if the report still isn't filed, the state administratively dissolves the partnership. Reinstatement is possible but requires paying back fees plus a reinstatement fee — more expensive and disruptive than filing on time.

Can I move an out-of-state LP into Florida?

If your LP was formed elsewhere and you want to operate in Florida, you register it as a foreign limited partnership with the Division of Corporations and maintain a Florida registered agent. This authorizes the LP to do business in Florida without re-forming it; it stays governed by its home state's law.