Foreign Limited Partnerships in Florida: Authority to Transact Business

Chapter 620 of the Florida Statutes, the Revised Uniform Limited Partnership Act, gives the label foreign limited partnership to any partnership organized under the law of another place. Under section 620.1902 it applies to the Department of State for authority, and the Division of Corporations issues the certificate. A limited liability limited partnership files the same application and ticks a box to identify itself.

The home jurisdiction's law keeps governing dealings among the partners and the extent to which a partner answers for the partnership's debts (section 620.1901). Florida cannot reject an application because its own statute reads differently. The certificate gives no authority to do anything a Florida limited partnership may not do.

Florida defines the phrase nowhere. Section 620.1903(1) instead lists activities outside it, and subsection (2) adds that the list is open-ended:

• Litigating, defending or settling a dispute
• Partner meetings and any other internal housekeeping
• Holding accounts at financial institutions
• Offices or trustees that handle transfers and registration of its own securities
• Selling through independent contractors
• Taking orders that bind only when someone outside Florida accepts them
• Borrowing or lending, including mortgages and security interests
• Collecting what is owed, enforcing security, and holding the property acquired that way
• A one-off deal wrapped up within 30 days, not part of a recurring pattern
• Interstate commerce
• Controlling a subsidiary corporation or voting stock it lawfully acquired
• Owning a limited partnership interest in another partnership without managing or controlling it
• Holding real or personal property without more

The rule about property that earns income

Subsection (3) then cuts the other way. A Florida rental building, or tangible personal property located here that produces income, constitutes transacting business unless the list above excuses it. So a partnership whose only Florida link is a leased commercial building may need a certificate with no office or staff here. Holding property without more is excused; holding property that earns money is not. The section does not settle service of process, taxation or regulation, so a Florida attorney should review a close case.

The form is CR2E056, titled the Application by Foreign Limited Partnership or Limited Liability Limited Partnership to Transact Business in Florida. Of the $1,000 fee, $965 is the filing charge and $35 designates the registered agent. A certified copy is an optional $52.50 and a certificate of status an optional $8.75. Pay by one check, payable to the Florida Department of State.

This application is paper-only. Mail it, with the cover letter and the home certificate, to the Registration Section, P.O. Box 6327, Tallahassee, or send it by courier to The Centre of Tallahassee, 2415 N. Monroe Street, Suite 810. Annual report reminders go to the email address you write on the cover letter.

What the application states

• The partnership's name with a suffix (Limited Partnership, L.P., LP, Limited or Ltd., or an LLLP suffix), and a different name for Florida if its own is unavailable
• Place and date of formation, plus an FEI number
• The agent's Florida street address and name, with the agent's signed acceptance
• Principal office and mailing address
• A check mark if it is an LLLP
• Each general partner's name and addresses
• An optional effective date
• A general partner's signature, given under the warning that false information in a state filing is a third-degree felony

Any general partner that is not an individual must already have an active registration or filing with the Florida Department of State, or the Division cannot process the application.

Florida requires one. Section 620.1902(2) says the application must include proof of existence signed by the Department of State or other official who keeps the partnership's public filings at home, and the proof can be a certificate or a similar record. It may not be dated more than 90 days before delivery. The form restates that limit.

Ordering is the owner's task, and the home jurisdiction sets its price. Because the 90 days run until the package arrives in Tallahassee, order the proof close to your mailing date and leave room for transit time.

A name that fails Florida's naming rules cannot get a certificate until the partnership chooses a substitute name for Florida use (section 620.1905). With the certificate in hand under that name, it never registers a fictitious name. Names that differ from another entity's only by a suffix are not distinguishable, although the other entity can consent in writing.

The agent

Section 620.1114 requires a registered agent, and the registered office is simply the agent's address. An individual living in Florida qualifies, as does any other person authorized to do business here, at a street address and never a P.O. box. Section 48.091 adds hours: someone must be at the office from 10 a.m. to noon and 2 p.m. to 4 p.m. on weekdays that are not legal holidays, ready to take process. Replacing the agent takes a statement of change, filed for $35.

A registered foreign limited partnership reports once a year, online, between January 1 and May 1. Expect the first to be due in the calendar year after the certificate issues. The fee is $500, composed of a $411.25 report charge and the $88.75 supplemental corporate fee. A report that comes in after May 1 carries a $400 late charge, for $900 in all, and the Division states that it cannot be waived.

A report still missing at 5 p.m. Eastern on the third Friday in September opens the way to revocation on the fourth Friday. An unpaid fee, a missing agent or an agent change left unfiled for 30 days can also lead there. To be reinstated, the partnership pays $500 for each year or portion of a year it was revoked, along with the unpaid report fees.

Amendments and cancellation

• After a change of name, home jurisdiction, general partners or LLLP status, or to correct a false statement, the partnership files for an amended certificate within 30 days. The fee is $52.50.
• To withdraw, a general partner signs a notice of cancellation on form INHS32 and pays $52.50.
• Licenses and taxes are separate questions that the certificate does not answer.

Section 620.1907 sets them out, and they are lighter than the rules for other entity types.

• Courts. The partnership may not bring or maintain a proceeding in Florida until it holds a certificate.
• Contracts. Its agreements and acts remain effective, and defending a lawsuit is still open to it.
• Partners. No partner becomes liable for the partnership's obligations only because of the missing certificate.
• Service. The partnership can be served under section 48.061.
• Injunction. The Attorney General can sue to restrain unauthorized business (section 620.1908).

The chapter states no fine, back fee or civil penalty for an unregistered foreign limited partnership.

Mainstay's checkout does not register limited partnerships, just LLCs and for-profit corporations. A limited partnership therefore files CR2E056 itself or through an attorney. The product for a limited partnership is the registered agent, priced at $149 yearly and unchanged at renewal. The Florida address shown on your application and in the public record is the agent's.

The agent's staff post served legal papers to your online account on the day they arrive, free of charge, plus three government letters a year at no charge. If another agent is already on record, Mainstay will file the replacement, and you pay only the state's change fee. Mainstay's agent is a company authorized to do business in Florida, which the statute allows. Mainstay isn't a law firm. The Florida registered agent page has the details.