How to Form a Florida Limited Partnership: Step-by-Step

Your limited partnership's name has to be distinguishable from every other business entity already registered in Florida — not just other LPs, but corporations, LLCs, and every other type on file with the Division of Corporations. "Distinguishable" is a legal test, and small differences like punctuation, spacing, or filler words such as "the" or "of" may not be enough to separate two names.

Run your proposed name and its near-variants through the Sunbiz name search before you do anything else. If a conflicting name is on file, the state can reject your Certificate of Limited Partnership, which sends you back to the start.

LP naming rules

• The name must contain the words "Limited Partnership" or the abbreviation "L.P." or "LP."
• It cannot imply a purpose the partnership isn't organized for, or suggest a connection to a government agency.
• Restricted words tied to banking, trust, or insurance activity require approval from the relevant Florida regulator.
• It must be distinguishable from all active names in the Sunbiz database.

If you want to hold a name while you finalize the partnership, Florida allows a name reservation for a limited window through Sunbiz. Reserving a name does not create the LP — it only keeps the name from being taken while you prepare the rest of your filing.

This step has no equivalent in LLC formation, and it's the most consequential decision you'll make. Your Certificate of Limited Partnership must name every general partner, and those names become part of the public record. A general partner carries unlimited personal liability for the partnership's obligations.

Individual vs. entity general partner

Because that liability is real, many Florida LPs do not name a human as the general partner. Instead, they form an LLC or corporation to serve as the general partner. The person actually running the venture manages through that entity, gaining its liability shield, while the LP still satisfies its legal requirement to have a general partner. If you plan to use an entity as your general partner, that entity generally needs to exist and be in good standing before or at the time you form the LP.

Limited partners are decided now but stay private

You also need to settle who the limited partners are and what each is contributing — but unlike the general partners, limited partners are not named on the certificate. Their identities and capital contributions belong in the private partnership agreement drafted in Step 4. Deciding the ownership structure now makes that agreement much easier to write.

Every Florida limited partnership must maintain a registered agent with a physical Florida street address throughout the life of the entity. The registered agent receives service of process — lawsuits and subpoenas — plus official state correspondence on the partnership's behalf. The agent must accept the appointment, and their name and Florida address go on the Certificate of Limited Partnership.

Your options

• An individual general partner or another trusted person with a physical Florida address who is reliably available during business hours. A P.O. box does not qualify.
• A commercial registered agent service, which keeps a professional address in the public record instead of a partner's home address and guarantees someone is always available to receive legal documents.

For LPs in particular, a commercial agent has an added benefit: because the general partners are already publicly named, using a commercial agent at least keeps a partner's residential address out of the filing. If the partnership's operations span multiple locations or the general partner travels, a commercial agent removes the risk of missing a served lawsuit.

The limited partnership agreement is the private contract that governs the relationship between the general and limited partners. Florida does not require you to file it, and it never becomes public — but operating an LP without a written agreement is a serious mistake, because the statutory defaults will fill every gap you leave, often in ways nobody intended.

What a complete LP agreement addresses

• Capital contributions: what each general and limited partner puts in at the start, and whether anyone can be called on for more later.
• Profit and loss allocation: how gains and losses are split, which need not track capital contributions but must be defined clearly.
• Distributions: when cash goes out to partners, in what order, and whether limited partners receive a preferred return before the general partner shares in profits.
• General partner authority and duties: the scope of the general partner's power, their fiduciary obligations, and any decisions that require limited-partner consent.
• Limited partner rights: voting on major matters, information and inspection rights, and the boundaries that keep limited partners inside the statutory safe harbor so they don't lose their protection.
• Admission and withdrawal: how new partners join, how existing ones exit, and what happens to a departing partner's interest.
• Dissolution and wind-down: the events that end the partnership and how assets are distributed.

This is the document your attorney should draft. It carries far more weight than the certificate, because it determines the economics and control of the entire venture.

The Certificate of Limited Partnership is the filing that legally creates your LP. You submit it to the Florida Division of Corporations through Sunbiz. The state fee covers the certificate filing and the registered agent designation; the current amount is on the Division's fee schedule.

What goes on the certificate

• The partnership name with its required LP designator.
• The principal office address and mailing address.
• The registered agent's name, Florida street address, and signed acceptance.
• The name and address of each general partner.

Once the Division processes the filing, your LP is on the record, appears in the Sunbiz search, and your stamped certificate is available. You'll need that stamped document for the next steps.

A limited partnership must have its own Employer Identification Number from the IRS. Because an LP always has more than one partner, it files a partnership tax return, and the EIN is mandatory — there is no single-owner shortcut the way there is for a sole-member LLC.

Getting the EIN

Apply through the IRS EIN Assistant at IRS.gov. The online application takes about ten minutes and issues the number immediately if the responsible party has a US Social Security number or ITIN. Applicants without one file Form SS-4 by fax or mail. The responsible party for an LP is typically a general partner.

Opening the account

Keeping partnership money separate from personal money is essential — commingling can expose partners and undermine the whole structure. To open an LP bank account, most banks ask for the filed Certificate of Limited Partnership, the EIN confirmation letter, the partnership agreement, and identification for the authorized signers. Bring all of it to avoid a second trip.

Formation is a one-time event; staying in good standing is an annual habit. For a Florida LP, the recurring obligations are modest but non-negotiable.

Annual report

Every Florida limited partnership files an annual report with the Division of Corporations, due May 1 each year, through the Sunbiz annual report portal. The report 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 to file leads the state to administratively dissolve the partnership.

Keeping the record current

If a general partner changes, your registered agent moves or resigns, or your addresses change, file the appropriate amendment or statement of change with the Division promptly. Because general partners are public, keeping that information accurate matters more for an LP than for entities that don't disclose management.

Taxes and licenses

Federally, the LP files Form 1065 and issues K-1s to the partners. Florida has no personal income tax on the pass-through income. If the partnership sells taxable goods or services, register with the Florida Department of Revenue for sales tax. Local business tax receipts and any professional licensing apply on their own separate cycles.