Information about registering foreign company in Florida

Foreign limited partnership

• A LIMITED PARTNERSHIP is a partnership formed by two or more persons, under the laws of Florida, having one or more general partners and one or more limited partners with limited liability and little or no managerial control (i.e., investors only).

The name of the foreign limited partnership

• The name must contain a suffix such as "Limited", "Ltd." or "Limited Partnership".

All limited liability companies must file a Uniform Business Report with the Division each year between January 1 and May 1 and pay the filing fee. Failure to file will result in administrative dissolution of the limited liability company or loss of authorization to transact business in Florida as a foreign limited liability company.

• APPLICATION BY FOREIGN LIMITED PARTNERSHIP FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA containing the following information :
• • The name of limited partnership.
  • The name of limited partnership as it is in the home state
  • If name is unavailable, the name under which the limited partnership proposes to register or transact business in Florida; must contain the word "LIMITED" or "LTD."
  • The state of formation
  • The date of formation
  • The name of Registered Agent for Service of Process. If agent is other than an individual, the entity must have an active Florida registration on file with the Division of Corporations.
  • The street address of Registered Office (must be a Florida street address)
  • The signature of acceptance by the Registered Agent for Service of Process
  • The address of registered office required in state of formation or, if not required, address of principal office
  • The names and street addresses of general partners. If general partner is other than an individual, the entity must have an active Florida registration.
  • The address of the office where Names, Addresses and Contributions of Limited Partners are kept
  • A statement the limited partnership will undertake to keep the records listing the addresses and capital contributions of the limited partner or limited partners until the limited partnershipĂ­s registration in Florida is canceled or withdrawn
  • The mailing address of Limited Partnership
  • A dated, notarized signature of a general partner attesting that under penalties of perjury, that general partner is duly sworn and declares to have read the application and knows the contents thereof and that the facts stated therein are true and correct.

• Filling fees :
• • The fee to file both the application and affidavit is based on the anticipated amount of capital contributions of the limited partners that is allocated for the purpose of transacting business in Florida, at a rate of $7 per $1000, with a fee no less than $52.50 and no more than $1750. An additional $35 is due for the designation of a registered agent. A certified copy or a certificate under seal may be requested at the time of registration. An additional $52.50 is due for each certified copy requested and an additional $8.75 is due for each certificate under seal requested. Please send one check for the total amount due made payable to the Department of State.
  • IMPORTANT: Because Chapter 620, Florida Statutes, requires a foreign limited partnership to file a supplemental affidavit any time the actual amount of capital contributions allocated for the purpose of transacting business in Florida exceeds the anticipated amount of capital contributions listed in number 2 on the attached affidavit and to pay an additional fee based on the increase at a rate of $7 per $1,000, with a minimum filing fee of $52.50 and a maximum filing fee of $1750, it is imperative that the limited partnership review the affidavit for accuracy before submitting it to the Florida Department of State for processing.