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 but offer no liability protection, while LPs and LLPs must register with the Florida Division of Corporations.
1-2 hours
Select and Verify a Business Name
Search the Florida Division of Corporations database to confirm your desired partnership name is available and not already in use. LPs and LLPs must include the appropriate designator such as 'Limited Partnership' or 'LLP' in the business name.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical Florida street address who will receive official legal and government documents on behalf of the partnership. The agent must be available during normal business hours and consent to the appointment.
30 minutes
Draft a Partnership Agreement
Create a comprehensive partnership agreement outlining profit and loss sharing, partner roles and responsibilities, decision-making authority, capital contributions, and dissolution procedures. While not legally required in Florida, this document is strongly recommended to prevent disputes.
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 — For LPs, file the Certificate of Limited Partnership with the Florida Division of Corporations online at sunbiz.org or by mail, along with the $100 filing fee. LLPs must file a Statement of Qualification; General Partnerships have no mandatory state filing requirement.
- •Obtain an EIN and Register for Taxes — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for opening business bank accounts, hiring employees, and filing taxes. Register with the Florida Department of Revenue if the partnership will collect sales tax or have employees.
- •Obtain Licenses, Permits, and Open a Bank Account — Apply for any required local business licenses or permits through your county or city, and open a dedicated business bank account to keep partnership finances separate from personal funds. File a fictitious name (DBA) registration with the Florida Division of Corporations for $50 if operating under a name different from the partnership name.
Advantages
- ✓Simple and inexpensive to form, especially for General Partnerships which require no state filing fees
- ✓Pass-through taxation means partnership income is only taxed at the partner level, avoiding double taxation
- ✓Flexible management structure with partnership agreement allowing partners to customize roles, profit sharing, and decision-making
- ✓Limited Partners in an LP enjoy liability protection for personal assets beyond their investment, similar to LLC members
Considerations
- •General Partners face unlimited personal liability for partnership debts, obligations, and legal judgments
- •Partnerships dissolve upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Limited Partnerships and LLPs must file annual reports and pay ongoing fees, creating administrative obligations
- •Raising outside capital can be more difficult compared to corporations, which can issue stock to investors
Annual Obligations
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