Florida Partnership Agreement

The Florida partnership agreement defines partnerships and the partners that own them since it establishes the procedures for partner admittance, dismissals, and company operations. Once the agreement has been set and agreed to by the partners, it should be stored in the company records and reviewed periodically.

Last updated February 15th, 2025

The Florida partnership agreement defines partnerships and the partners that own them since it establishes the procedures for partner admittance, dismissals, and company operations. Once the agreement has been set and agreed to by the partners, it should be stored in the company records and reviewed periodically.

55 Downloads
  1. Home »
  2. Partnership Agreements »
  3. Florida

Florida Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Florida Entity Search, Registration Cover
Statement of Partnership Authority (Filing Fee: $25.00 Optional Certified Copy: $52.50 Optional Certificate of Status: $8.75)
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $1,000.00 Optional Certified Copy: $52.50 Optional Certificate of Status: $8.75)
Limited Liability Partnership (LLP) Statement of Qualification for Florida or Foreign Limited Liability Partnership (Filing Fee: $25.00 Optional Certified Copy: $52.50 Optional Certificate of Status: $8.75)Application by Foreign Limited Partnership or Limited Liability Limited Partnership To Transact Business in Florida (Filing Fee: $1,000.00 Optional Certified Copy: $52.50 Optional Certificate of Status: $8.75)
Limited Liability Limited Partnership (LLLP) Submit the Certificate of Limited Partnership while electing to operate as a limited liability limited partnership.

Fiduciary Duty

Duty Of Loyalty:

  • All benefits, property, and profits from the partnership held by a partner must be disclosed to the other partners of the partnership, especially during the “winding up of the limited partnership’s activities.” [1]
  • General partners are barred from acting on any “interest adverse to the limited partnership.” [2]
  • No general partners may compete or significantly interfere with the “conduct of the limited partnership’s activities.”[3]

Duty of Care:

  • Partners cannot engage in any activity that is a “violation of the law” or constitutes gross negligence or recklessness whenever working with or for the partnership. [4]

Partners engage in their partnership duties and obligations under the “obligation of good faith.” [5]

General partners refrain from furthering their own goals, requiring actions that “violate a duty or obligation” listed in their partnership agreement or state law. [6]

Liability

In a general partnership, every partner is “liable jointly and severally” for the partnership’s obligations save for exceptions made by the law or the partnership agreement. [7]
Newly admitted partners are not “personally liable” for the partnership obligations originating before their admittance. [8]
Partnership obligations, whether “contract, tort, or otherwise,” are solely the obligation of a properly formed limited liability partnership, thus granting the partners significant liability protection. [9]

State Definitions (9)

Partner means a person who has formed or been admitted into a partnership as a “limited partner or general partner.” [10]
General partner means an individual that “becomes” a general partner of an entity as per FS 620.1401 or had the general partner status when FS 620.1401 became effective. [11]
Limited partner means a person identified as a limited partner “with respect to a limited partnership” in the entity’s statement of qualification and partnership agreement or admitted to the partnership with this status. [12]
Limited partnership means a co-owned entity with “one or more general partners” as well as “one or more limited partners” and formed in compliance with Florida state law. [13]
Limited Liability partnership means a partnership that has “approved by vote” to operate as an LLP in its partnership agreement in addition to filing a statement of qualification with the state. . [14]
Limited liability limited partnership means a limited partnership that has declared itself a limited liability limited partnership in its certificate of limited partnership. [15]
Foreign limited partnership means a partnership entity that formed “under the laws of a jurisdiction” other than Florida as a limited partnership and operates under that jurisdiction’s laws. [16]
Foreign limited liability limited partnership means a partnership entity where the general partners enjoy “limited liability for the obligations” of a limited partnership that formed and conducts business outside the State of Florida with this classification. [17]
Partnership agreement means the partners’ agreement, whether oral, implied, in a record, or in any combination thereof, concerning the limited partnership. The term includes the agreement as amended or restated. [18]