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Instructions for Filing a Florida Limited Partnership or Limited Liability Limited Partnership Online or by Mail
Below are instructions for the formation of a Florida Limited Partnership or Limited Liability Limited Partnership pursuant to 620.1201, Florida Statutes. These instructions are for the minimum requirements to form a Limited Partnership or Limited Liability Limited Partnership. They apply whether you file electronically online or mail your document to the Division for processing. A form for basic Certificate of Limited Partnership is available or you can choose to file electronically online. Either method you choose for filing is available at www.sunbiz.org
If you are filing online, carefully review each data entry screen before you submit it for filing. Your document is created from the information YOU enter. If you make a mistake and fail to correct it prior to submission and processing, you will be required to file an amendment. The charge for an amendment is $52.50. You should also print the page containing the tracking number and retain it for your records.
NOTE: This form for filing a certificate of limited partnership or limited liability partnership is basic. Each limited partnership or limited liability partnership is a separate entity and as such has specific goals, needs and requirements. Additional information may be inserted as required. The Division of Corporations recommends that all documents be reviewed by your legal counsel. This division is a filing agency and as such does not render any legal, accounting or tax advice. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.
Pursuant to section 817.155, F.S., a person may not, in any matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A person who violates this section is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
Pursuant to s.620.1201, Florida Statutes, the Certificate must set forth the following:
Limited Partnership/Limited Liability Limited Partnership Name:
The name of the limited partnership or limited liability limited partnership must be distinguishable on the records of the Florida Department of State and contain a suffix. Acceptable Limited Partnership suffixes: Limited Partnership, Limited, L.P., or Ltd. Acceptable Limited Liability Limited Partnership suffixes: Limited Liability Limited Partnership, L.L.L.P., or LLLP.
A preliminary search for name availability can be made on the Internet through the Division's records at www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the Division of Corporations. You are responsible for any name infringement that may result from your name selection. A name should not be used or assumed approved until acknowledgement is received from the Division of Corporations.
Initial Designated Office:
The street address of the initial designated office.
Mailing Address of Initial Designated Office:
The mailing address of the initial designated office.
Limited Liability Limited Partnership Status:
If the limited partnership elects to be a limited liability limited partnership, check the box.
Registered Agent Name and Address:
A Registered Agent is the person or business responsible for accepting service of process on behalf of your business. Enter an individual's name or the name of another business entity registered with the Division of Corporations, but not both, to serve as Registered Agent on behalf of your Limited Partnership or Limited Liability Limited Partnership.
Enter the Florida street address of the Registered Agent. A post office box address or address outside of Florida is not acceptable. The Limited Partnership or Limited Liability Limited Partnership being formed cannot serve as its own registered agent but a partner may be listed to accept service of process on behalf of the business.
Registered Agent Signature:
The Registered Agent must sign the document in the space provided. If filing online, the Registered Agent must "type" his/her electronic signature in the space provided. If someone other than the Registered Agent "types" the Registered Agent signature, that person must have permission to do so or it constitutes forgery under s.831.06, Florida Statutes.
General Partner:
A general partner that is a commercial entity and not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.
Signature:
Each general partner named must sign in the space provided. If filing online, the general partner must "type" his/her electronic signature in the space provided. If someone other than the general partner electronically signs by "typing" the general partner's name, that person must have permission to do so or it constitutes forgery under s.831.06, F.S.
Effective Date:
Effective date, if other that 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.
Annual Report
Every Limited Partnership or Limited Liability Limited Partnership is required to file an annual report each year to maintain "active" status. If the Limited Partnership or Limited Liability Limited Partnership fails to file its annual report, it will be administratively dissolved or its authority revoked. The first annual report is due January 1st of the calendar year following the year of formation. If a Limited Partnership or Limited Liability Limited Partnership is created late in the calendar year and it doesn't expect to commence business until after January 1st of the next calendar year, it can add an effective date.
If the effective date is in the next calendar year it will delay the requirement to file an annual report until the following year. Example: The limited partnership or limited liability limited partnership is formed December 1, 2007. If it adds an effective date in its certificate of January 10, 2008, the first annual report will not be due until January 1, 2009. If the effective date was not added, the first annual report would be due January 1, 2008.
Certificate of Status:
A Certificate of Status certifies the Limited Partnership or Limited Liability Limited Partnership is in good standing. A copy of the Certificate of Limited Partnership or Limited Liability Limited Partnership document will not be sent with the Certificate of Status when returned by mail or by email, if filed online. However, a copy of the document can be downloaded from www.sunbiz.org after the filing process is completed. The fee is $8.75 for each Certificate of Status.
Certified Copy:
A Certified Copy certifies the Certificate of Limited Partnership or Limited Liability Limited Partnership as true and correct. A copy of the Certificate of Limited Partnership or Limited Liability Limited Partnership will accompany the certificate and will be sent to you by mail or by email, if filed online. Most banks require a certified copy to open a bank account. The fee is $52.50 for each certified copy.
Correspondence Name and Email Address:
If you file your document online, please enter a valid email address. The filing information and any certification is sent by email. If your email address is incorrect you will not receive acknowledgement of the filing or any requested certification. Be sure to watch for the acknowledgment of your filing. If you use a SPAM blocker, it may prevent receipt of your acknowledgment by email. If you request and pay for a Certificate of Status or a Certified Copy or both, it will be an attachment to the email response. Do not delete the email by mistake. If you submit your document by mail, the acknowledgment and any requested certification will be sent to the address of the remitter.
| Fee: | |
|---|---|
| Certificate of Limited Partnership | $965.00 |
| Registered Agent Designation | $35.00 |
| Minimum Due | $1000.00 |
| Certified Copy (optional) | $52.50 |
| Certificate of Status (optional) | $8.75 |