Information about setting up new company

Limited Partnerships (Includes LLLP)

• 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 limited partnership

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

All limited partnerships that register with the Division must file a Uniform Business Report each year between January 1 and May 1 and pay the filing fee.

Failure to file will result in revocation of authority to transact business. Partnership registration documents submitted to the Division must bear original signatures. Photocopied documents bearing original signatures are acceptable, however, photocopied signatures are not. Documents must be typewritten or printed legibly in the English language.

Entities that transact business as Florida Limited Partnerships are required by Florida Statutes to file a Certificate of Limited Partnership and an Affidavit of Capital Contributions with the Division of Corporations and pay the registration fee.

• Certificate of Florida Limited Partnership containing the following information :
• • The name of the limited partnership (Name must contain a suffix such as "Limited", "Ltd." or "Limited Partnership".)
  • Business address of the Limited Partnership
  • The name of the Registered Agent for Service of Process
  • Florida street address of the Registered Agent (A post office box or mail drop box is not acceptable.)
  • A statement, signed by the Registered Agent, accepting the designation as Registered Agent for Service of Process
  • Mailing address of the Limited Partnership
  • The latest date upon which the Limited Partnership is to be dissolved
  • Name and business address of each general partner. If the partner is other than an individual, provide the Florida registration number of the entity
  • Signature of each general partner

• Filling Fees :
• • The fee to file both the certificate and affidavit is based on the total of the amount contributed and the anticipated amount to be contributed by the limited partners at a rate of $7 per $1000, with the 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 filing. An additional $52.50 is due for each certified copy requested and an additional $8.75 is due for each certificate 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 Florida limited partnership to file a supplemental affidavit any time the actual contributions of the limited partners exceed the anticipated amount listed on the attached affidavit and to pay an additional filing fee based on the increase at a rate of $7 per $1,000, with a minimum filing fee of $52.50 and 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.
  • Please be sure to include a cover letter with your documents and check. The cover letter should include the name of the contact person and his/her telephone number during the day and the name and address to which the acknowledgment should be addressed.