The registration of a partnership (GP,LP,LLP,LLLP) in the state of Florida can be achieved through the filing of the appropriate paper work and the payment of the filing fee in accordance with Title XXXVI Chapter 620. If forming within the state as a domestic limited partnership, it is suggested that applicants use the online filing procedure to submit their filing forms. The remainder of entity types will be required to register through the mail. All filings, regardless of the method of submission, must be accompanied by it’s filing fee (posted below) and submitted to the Florida Department of State.

All Partnership’s will need to choose and register using a name which is completely unique in the state of Florida. A Business Search can be performed to ensure that your filing won’t be rejected due to the desired being already registered by another entity. Unfortunately name reservations are not available in this state and names are given on a first come first serve basis. Foreign entities who’s name has already been taken can operate under an alternative, fictitious, title.

Note: All Foreign Partnerships will also need to attach with their filing, a Certificate of Good Standing or similar document which has been authenticated by the Secretary of State or like authority in the State or Country of original formation.

How to Form a Domestic LP/LLLP (Online)

Domestic LP’s and LLLP’s can be filed for using the same online process.

Step 1- Following the choice and search of a name (see above for more instructions), you can continue to this website, read the disclaimer indicating the terms and conditions of the online filing and check off the box that indicates that you agreeswith them. Click Add filing & Pay Fee to continue.

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Step 2- Begin the filing by entering in the effective date and name of the partnership. You also have the option of choosing to add a Certificate of Status ($8.75) to your filing or a Certified Copy ($52.50). At the bottom you’ll see the box to check if you’d like to form a LLLP instead of an LP.

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Step 3- Provide the street address of the initial office and the mailing address if it differs from the street address.

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Step 4- The name and address of the registered agent will be required to continue. The signature of the registered agent or representative of the business serving as such should be provided in the appropriate field.

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Step 5- Enter in the name of the person to receive correspondence from the Department of State and their email. Be sure to read over the requirements for the annual report.

florida-lp-online-5Step 6- Enter the full name of each partner as well as their address and signature. If an entity is to serve as a GP, the entity must also supply their document number.

florida-lp-online-6Step 7- Review the information you’ve just submitted to ensure that it is all accurate before continuing to the payment page in which you will be required to pay the $965 filing fee as well as the $35 fee for the registered Agent.

How to Form a LP/LLLP (PDF)

Step 1- Forming an LP and LLLP involve the same PDF form. To begin filing, select either the Certificate of Partnership (Domestic) or an Application for Foreign Limited Partnership (Foreign).

Step 2- For both filings, a cover letter will need to be filled including the following:

  • Name of LP/LLLP
  • Name of person to receive correspondence regarding this filing
  • Firm or business
  • Full address
  • Contact information including email address and telephone number
  • Selection of filing fee

Step 3- If filing domestically, provide the following information in the Certificate of Partnership:

  • 1-Name of LP/LLLP
  • 2-Address of initial office
  • 3-Name of registered agent
  • 4-Address of registered agent
  • 5-Signature of registered agent
  • 6-Mailing address of initial office
  • 7-If LP is to be LLLP (y/n)
  • 8-Name and business address of each partner
  • 9-Effective date if different than day of filing
  • Signature of each general partner

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If filing as a foreign partnership, provide the following information:

  • 1-Name of LP/LLLP (or alternate name if necessary)
  • 2-State/country of formation
  • 3-Date of formation
  • 4-FEIN
  • 5-Name of registered agent
  • 6-Signature of registered agent
  • 7-Principle office
  • 8-Mailing address
  • 9-LP or LLLP selection
  • 10-Name, principle office address and mailing address of each partner
  • 11-Effective date if different than date of filing
  • 12-Signature of GP

florida-application-lp-lllpStep 4- Once the forms have been completed, attach the filing fee as stated in the cover letter and a certificate of good standing (if filing as a foreign entity) and mail all items to either of the below addresses for processing by the Department of State.

Mailing Address

Department of State: Division of Corporations

Corporate Filings, P.O. Box 6327

Tallahassee, FL 32314

Courier Address

Department of State: Division of Corporations

Clifton Building, 2661 Executive Center Circle

Tallahassee, FL 32301

How to Form a GP (PDF)

Both foreign and Florida Partnerships can be filed for using the Partnership Registration Statement . To print this off, download this PDF and begin filling it in as follows:

Cover Letter

  • Name of GP
  • Name of person to receive correspondence regarding this filing
  • Firm or business
  • Full address
  • Contact information including email address and telephone number
  • Selection of filing fee

Page 1

  • 1-Name of GP
  • 2-State/country of formation
  • 3-FEIN
  • 4-Street address of executive office
  • 5-Street address of main office in Florida (if applicable)
  • 6-Either provide the name and addresses of all partners or the name and address of the Florida agent who will supply such a list. If the agent is a business, provide their Florida registration number
  • 7-Effective date if different than the date of filing
  • The date of filing
  • Signature and printed names of two (2) partners

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When ready, attach the filing fee as stated in the cover letter and send all items to either of the below addresses for processing by the Department of State.

Mailing Address

Department of State: Division of Corporations

Corporate Filings, P.O. Box 6327

Tallahassee, FL 32314

Courier Address

Department of State: Division of Corporations

Clifton Building, 2661 Executive Center Circle

Tallahassee, FL 32301

 

How to File a LLP (PDF)

Those wishing to change their status from general partnership to a limited liability partnership, whether domestic or foreign, can do so through the downloading of this PDF (Statement of Qualification). Those who aren’t already registered as GP’s will have to fill out the appropriate paperwork for one as shown above before printing off the Statement of Qualification.

Enter the following information:

Cover Letter

  • Name of LLP
  • Partnership registration number
  • Name of person to receive correspondence regarding this filing
  • Firm or business
  • Full address
  • Contact information including email address and telephone number
  • Selection of filing fee

Page 1

  • 1-Name of partnership as well as the GP registration number (if not applicable, attach a partnership registration statement along with the appropriate filing fee)
  • 2-Suffix for partnership
  • 3-Street address of chief executive office
  • 4-Street address of principle office in Florida (if different from above)
  • 5-Name and street address of partnership agent
  • 7-Effective date if different than date of filing
  • Date, signature and printed name of partner

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When ready, attach the filing fee as stated in the cover letter and send all items to either of the below addresses for processing by the Department of State.

Mailing Address

Department of State: Division of Corporations

Corporate Filings, P.O. Box 6327

Tallahassee, FL 32314

Courier Address

Department of State: Division of Corporations

Clifton Building, 2661 Executive Center Circle

Tallahassee, FL 32301

Tips

Partnership Agreement– A partnership agreement is used to put into writing the relationship between partners and the relationship between each partner and the partnership. Although not legally required in Florida, this document will often serve as the only proof of the manner in which the internal affairs of the partnership are to be governed. Take a look at our free template for such an agreement, available in both MS Word and Adobe PDF, linked in the heading of this paragraph.

Renewal– In order for all partnerships (with exception to GP’s) to remain in good standing with the state, an annual report must be filed each year between January 1st and May 1st. The filing fees vary between partnerships (LP-$500, LLLP-$500, LLP-$25) but all must be completed online. Access to this filing can be gained through the clicking of the link at the beginning of the paragraph. It should be noted that a $400 late fee will be applied for LP’s and LLLP’s if applicable.

EIN– The Employer Identification Number is a number issued by the Internal Revenue Service primarily for the purposes of identifying legitimate, tax-withholding entities. This identifier is used by businesses to open bank accounts, apply for lines of credit or undergo any kind of financial commitment. The number must be applied for after filing for the registration your partnership either Online through the IRS website or with Form SS-4. A tutorial for both processes can be found through the link supplied at the beginning of this paragraph.

 

How to (Video)