Form a Partnership in Florida
Everything you need to know about forming a Partnership in Florida. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). GPs require no state filing, while LPs and LLPs must register with the Florida Division of Corporations.
1-2 hours
Select and Verify Your Partnership Name
Search the Florida Division of Corporations name database to confirm your desired partnership name is available. LPs must include 'Limited Partnership' or 'L.P.' in the name; LLPs must include 'Limited Liability Partnership' or 'L.L.P.'
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Florida who is available during normal business hours to receive legal documents. The agent must consent to the appointment.
30 minutes
Draft a Partnership Agreement
Although not legally required by Florida law, a written partnership agreement is strongly recommended to outline each partner's roles, profit-sharing, decision-making authority, and procedures for dissolution or partner changes.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — Submit the Certificate of Limited Partnership (for LP) or Registration of Limited Liability Partnership (for LLP) to the Florida Division of Corporations online at sunbiz.org or by mail, along with the $100 filing fee.
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) through the IRS website at no cost. An EIN is required for tax filings, opening a business bank account, and hiring employees.
- •Register for Florida Taxes and Obtain Licenses — Register with the Florida Department of Revenue for applicable state taxes and obtain any required local business licenses or permits from your county or municipality depending on your business activity.
Advantages
- ✓Simple and inexpensive to form, especially General Partnerships which require no state filing fees
- ✓Pass-through taxation means profits and losses flow directly to partners' personal tax returns, avoiding double taxation
- ✓Flexible management structure with fewer formalities and recordkeeping requirements than corporations
- ✓Florida does not impose a state income tax or franchise tax on partnerships, reducing overall tax burden
Considerations
- •General partners face unlimited personal liability for business debts and legal judgments, putting personal assets at risk
- •Partnerships dissolve automatically upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Limited Partnerships require at least one general partner with full personal liability, creating risk even within an LP structure
- •Raising capital can be more difficult compared to corporations, as partnerships cannot issue stock to attract investors
Annual Obligations
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