Florida Limited Partnership: A Comprehensive Guide
Legal Framework
Florida limited partnerships are governed by the Florida Revised Uniform Limited Partnership Act of 2005 (RULPA), codified in Chapter 620 of the Florida Statutes. This act establishes the legal framework for the formation, operation, and dissolution of limited partnerships in the state.
Structure and Liability
A limited partnership is a business entity with two types of partners: general partners and limited partners. General partners have unlimited personal liability for the partnership’s debts and obligations. They are also responsible for managing the partnership and making decisions on its behalf. In contrast, limited partners have limited liability, meaning they are only responsible for the partnership’s debts up to the amount of their investment. Limited partners do not participate in the management of the partnership.
Formation
To form a Florida limited partnership, a Certificate of Limited Partnership must be filed with the Division of Corporations of the Florida Department of State. This document must include the following information:
Key Facts
- Legal Framework: Florida limited partnerships are governed by the Florida Revised Uniform Limited Partnership Act of 2005 (RULPA), which is Chapter 620 of the Florida Statutes.
- General Partners: A limited partnership must have at least one general partner who has unlimited personal liability for the partnership’s debts and obligations. General partners also have the authority to manage the partnership and make decisions on its behalf.
- Limited Partners: Limited partners, on the other hand, have limited liability and are not personally responsible for the partnership’s debts beyond their investment. Limited partners typically contribute capital to the partnership but do not participate in its management.
- Certificate of Limited Partnership: To form a Florida limited partnership, a Certificate of Limited Partnership must be filed with the Division of Corporations of the Florida Department of State. This document includes information about the partnership’s name, address, general partners, and limited partners.
- Name Availability: Before filing the Certificate of Limited Partnership, it is important to search the Division of Corporations’ records to ensure that the desired partnership name is distinguishable and available for use.
- Filing Options: The Certificate of Limited Partnership can be filed online through the Division of Corporations’ web application. Payment can be made online using a credit card. Alternatively, the application can be printed and mailed along with the payment.
- Partnership name
- Partnership address
- Names and signatures of general partners
- Names and signatures of limited partners (if any)
- Effective date of the partnership
Name Availability
Before filing the Certificate of Limited Partnership, it is essential to search the Division of Corporations’ records to ensure that the desired partnership name is distinguishable and available for use.
Filing Options
The Certificate of Limited Partnership can be filed online through the Division of Corporations’ web application. Payment can be made online using a credit card. Alternatively, the application can be printed and mailed along with the payment.
Conclusion
Limited partnerships offer a flexible and advantageous business structure for certain types of ventures. By understanding the legal framework, structure, and formation requirements, individuals can effectively establish and operate a Florida limited partnership.
Sources
- https://glawfl.com/limited-partnership-101-understanding-the-basics-in-florida/
- https://dos.fl.gov/sunbiz/start-business/efile/fl-limited-partnership/
- http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0620/0620.html
FAQs
What is a Florida limited partnership?
A Florida limited partnership is a business entity with two types of partners: general partners and limited partners. General partners have unlimited personal liability for the partnership’s debts and obligations, while limited partners have limited liability up to the amount of their investment.
What are the advantages of forming a Florida limited partnership?
Limited partnerships offer several advantages, including limited liability for limited partners, pass-through taxation, and flexibility in management and decision-making.
What are the requirements for forming a Florida limited partnership?
To form a Florida limited partnership, you must file a Certificate of Limited Partnership with the Division of Corporations of the Florida Department of State. This document must include information about the partnership’s name, address, general partners, and limited partners (if any).
How do I choose a name for my Florida limited partnership?
The name of your Florida limited partnership must be distinguishable from the names of other businesses registered in the state. You can search the Division of Corporations’ records online to check for name availability.
Can I file the Certificate of Limited Partnership online?
Yes, you can file the Certificate of Limited Partnership online through the Division of Corporations’ web application. You can also print the application and mail it along with the payment.
What are the ongoing filing requirements for a Florida limited partnership?
Florida limited partnerships are required to file an annual report with the Division of Corporations. This report includes information about the partnership’s name, address, and registered agent.
How do I dissolve a Florida limited partnership?
To dissolve a Florida limited partnership, you must file a Certificate of Dissolution with the Division of Corporations. This document must include information about the partnership’s name, address, and the reason for dissolution.