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Florida Limited Partnership Form

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FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS

Attached is a form to file a Florida limited partnership or limited liability limited partnership pursuant to section 620.1201, Florida Statutes. Section 620.1204, Florida Statutes, requires the certificate of limited partnership to be signed by all general partners.

Pursuant to Chapter 620, Florida Statutes, every legal or commercial business entity listed as a general partner on the attached certificate of limited partnership must have an active registration or filing on file with the Florida Department of State before the enclosed document can be processed by this office. Should you need the form and instructions to properly register a non-individual general partner, please call (850) 245-6051.

The fee to file the certificate of limited partnership is $1,000 ($965 filing fee and $35 registered agent designation fee). A certified copy or certificate of status 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 of status requested. Please send one check for the total amount due made payable to the Florida Department of State.

Important Information About the Requirement to File an Annual Report

All Florida Limited Partnerships or Limited Liability Limited Partnerships must file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The fee for the annual report is $500. After May 1st a $400 late fee is added to the annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you provide us when you submit this document for filing. To file any time after January 1st, go to our website at www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1st.

Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter.

STREET ADDRESS:

Registration Section

Division of Corporations

Clifton Building

2661 Executive Center Circle

Tallahassee, FL 32301

MAILING ADDRESS:

Registration Section

Division of Corporations

P. O. Box 6327

Tallahassee, FL 32314

For further information, you may contact the Registration Section at (850) 245-6051.

CR2E030 (6/17)

COVER LETTER

TO: Registration Section

Division of Corporations

SUBJECT:

The enclosed Certificate of Limited Partnership and fees are submitted for filing.

Please return all correspondence concerning this matter to:

E-mail address:

For further information concerning this matter, please call:

at

Enclosed is a check for the following amount:

STREET ADDRESS:

Registration Section

Division of Corporations

Clifton Building

2661 Executive Center Circle

Tallahassee, FL 32301

MAILING ADDRESS:

Registration Section

Division of Corporations

P. O. Box 6327

Tallahassee, FL 32314

CR2E030 (6/17)

CERTIFICATE OF LIMITED PARTNERSHIP

FOR

FLORIDA LIMITED PARTNERSHIP

OR

LIMITED LIABILITY LIMITED PARTNERSHIP

1.

2.

3.

4.

5. I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

6.

7. If limited partnership elects to be a limited liability limited partnership, check box

Page 1 of 2

8. Name and business address of each general partner:

Name:

Business Address:

9. Effective date, if other than the date of filing:

(Effective date cannot be prior to nor more than 90 days after the date the document is filed by the Florida Department of State.)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document's effective date on the Department of State's records.

Signed this day of

Signature of each general partner: I/We submit this document and affirm that the facts stated herein are true. I/We am/are aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.

Filing Fees: $1,000.00 ($965 Filing Fee and $35 Registered Agent Fee)

Certified Copy (optional): $52.50

Certificate of Status (optional): $8.75

Page 2 of 2

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What the Florida Limited Partnership Form Is

The Florida Limited Partnership Form establishes a limited partnership under Florida law by recording the partnership name, general partner(s), and statutory agent information with the Florida Department of State. The form creates the public record required for a limited partnership, specifies the registered office and agent, and may include the partnership's duration and business purpose. Completing and filing this form activates statutory protections for limited partners' liability limits while creating ongoing filing and retention obligations. Use the correct official form and follow format and notarization rules to ensure successful acceptance.

Why Filing This Form Matters

Filing the Florida Limited Partnership Form formally registers the partnership with the state, establishes limited partner liability protections, and creates a public record for legal and tax purposes. Correct filing reduces future disputes and ensures compliance with Florida statutes governing partnerships.

Why Filing This Form Matters

Who Typically Prepares and Uses This Form

This form is used by business organizers, prospective general partners, and attorneys to register a limited partnership in Florida and create the required public filing.

  • General partners registering a new investment or operating partnership in Florida.
  • Limited partners seeking liability protection while contributing capital but not managing operations.
  • Attorneys, paralegals, and formation services preparing statutory filings and maintaining records.

Core Elements You Should Include on the Form

A professional Florida Limited Partnership Form includes standardized identification, statutory agent details, management structure, duration, purpose, and executed signatures with notarization where required.

Entity Identity

Clear statement of the partnership name, any assumed business names, and the principal place of business; ensure the name complies with Florida naming conventions and does not conflict with existing registered entities.

General Partners

List all general partners with legal names and addresses; identify whether a general partner is an individual, LLC, or corporation and include state of formation for entity partners.

Registered Agent

Provide the registered agent's full name and a physical street address in Florida. The agent accepts legal service on behalf of the partnership and must be continuously available.

Partnership Purpose

A concise statement of business purpose is customary; broad purpose clauses are accepted but specific regulated activities may require additional licenses or disclosures.

Duration

Specify indefinite/perpetual duration or a fixed term with a termination date; duration affects tax filing periods and dissolution procedures under Florida law.

Execution

Signed and dated execution blocks for each general partner, with capacity shown; attach notarizations or consents required by county or state practice to validate signatures.

Step-by-Step: Complete and File the Form

Follow these sequential steps to complete and file the Florida Limited Partnership Form accurately, online or by mail.

  • 01
    Gather information: Collect entity name, general partner details, registered agent info.
  • 02
    Prepare form: Complete official state form; use full legal names.
  • 03
    Signatures and notarization: Obtain required signatures; notarize if the form or county requires.
  • 04
    File with state: Submit to Florida Department of State with the correct filing fee.

Configure an Online Filing and eSignature Workflow

Configure an online filing and eSignature workflow for the Florida Limited Partnership Form before distribution.

Online Workflow Field and Configuration Define field and desired behavior, authentication, and notifications.
Signer Authentication Level and Method Email link, SMS code, or knowledge-based verification.
Field Types, Validation Rules, and Logic Text, date, signature fields; conditional visibility and required validation.
Routing Order, Notifications, and Reminders Specify signing order, recipients, and automated reminder schedule.
Document Retention, Audit Trail, and Export Set retention period and enable PDF/A export with audit trails.

Where to File and What Happens Next

This overview shows filing destinations and subsequent administrative steps after submitting the Florida Limited Partnership Form.

  • Where to file: Submit to Florida Department of State, Division of Corporations.
  • Accepted formats: Use typed PDF or state web form per Secretary of State.
  • Payment methods: Pay filing fee by check, credit card, or online payment portal.
  • Processing result: State issues a filing receipt and updates the public records.

Security and Compliance Considerations for Electronic Filing

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.
HIPAA Support: Supports HIPAA with BAA available.
ESIGN/UETA: Meets ESIGN and UETA e-signature tests.
Audit Trail: Detailed timestamped logs and IP data.
21 CFR Part 11: Controls available for FDA-regulated records.
Certifications: SOC 2 Type II, ISO 27001, PCI DSS.

Key Risks and Penalties from Incorrect Filings

Filing Rejection: Incorrect form leads to rejection and delay.
Loss of Liability Shield: Improper filings can risk limited partner protections.
Late Fee Risk: State may require additional fees for late filings.
Tax Consequences: Misstated partners trigger IRS notice or penalties.
Notarization Errors: Missing notarization can void signatures in some counties.
Operational Disputes: Unclear records increase litigation and governance disputes.

Common Preparation Errors to Avoid

  • Using an assumed name or DBA not registered with state causes delays and potential rejection of the limited partnership filing.
  • Providing a P.O. box for the registered office instead of a physical street address is a frequent reason for administrative rejection.
  • Failing to indicate entity type for a general partner (individual versus LLC) can complicate public records and statutory notifications.
  • Submitting an incorrect filing fee amount or wrong payment method causes processing delays and may require refiling.

Important Filing and Tax Dates to Track

Key filing and tax dates to track after forming a Florida limited partnership are listed below.

Initial Filing:

File with Florida Department of State upon formation; include correct fee.

Partnership Tax Return:

Form 1065 due March 15; request extension with Form 7004.

K-1 Distribution:

Provide Schedule K-1s to partners by March 15 each year.

Annual Report:

Florida may require annual reports and fees; verify with Division of Corporations.

Tax Payments:

Estimate and pay partner-level taxes per federal and state schedules.

Vendor Pricing Snapshot for eSigning and Filing Workflows

Simple vendor comparison of entry pricing and core feature differences relevant to filing and eSigning the Florida Limited Partnership Form.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Common questions about completing, filing, and correcting the Florida Limited Partnership Form are answered below to address practical issues and reduce filing delays.


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