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• Instructions for Certificate of Limited Partnership or Limited Liability Limited Partnership

Instructions for Certificate of Limited Partnership or Limited Liability Limited Partnership

Filing Online or by Mail

• These instructions are for forming a Florida Limited Partnership or Limited Liability Limited Partnership pursuant to s.620.1201, F.S., and cover the minimum requirements for filing a Certificate of Limited Partnership.
• Your Certificate of Limited Partnership may need to include additional items that specifically apply to your situation. The Division of Corporations strongly recommends that legal counsel review all documents prior to submission.
• The Division of Corporations is a administrative filing agency. We cannot provide any legal, accounting, or tax advice.

Limited Partnership or Limited Liability Limited Partnership Name

• The name must be distinguishable on the records of the Department of State.
• You should do a preliminary search by name before submitting your document.
• The name must include an acceptable suffix.
  • If forming a Limited Partnership: the name must include Limited, Limited Partnership, L.P. or Ltd.
  • If forming a Limited Liability Limited Partnership: the name must include L.L.L.P., LLLP or Limited Liability Limited Partnership.
• Do not use or assume the name is approved until you receive your filing acknowledgement from the Division of Corporations.

Initial Designated Office

The street address of the entity’s initial designated office.

Mailing Address of Initial Designated Office

The mailing address of the entity’s initial designated office. (P.O. Box is acceptable.)

Limited Liability Limited Partnership Status

Check the box if the entity elects to be a limited liability limited partnership.

Registered Agent Name and Address

• The individual or legal entity that will accept service of process on behalf of the business entity is the registered agent.
• A business entity with an active Florida filing or registration may serve as a registered agent.
• An entity cannot serve as its own registered agent. However, a partner, individual, or principal associated with the business may serve as the registered agent.
• The registered agent must have a physical street address in Florida.
• Do not list a P. O. Box address.

Registered Agent’s Signature

• The registered agent must sign the application.
• The signature confirms the agent accepts the designation.
• If a business entity is designated as the Agent, a principal (individual) of that entity must sign to accept the obligations.
• If filing online:
  • The registered agent must type their name in the signature block.
  • Pursuant to s.15.16, F.S., electronic signatures have the same legal effect as original signatures.
  • NOTE: Typing someone’s name/signature without their permission constitutes forgery pursuant to s.831.06, F.S.

General Partner

• List the name and address of each general partner.
• If a general partner is a commercial entity and not an individual, the partner must:
  • Be organized or otherwise registered with the Department of State, as required by law.
  • Its status must remain active on the Department’s records.
  • Its status cannot be dissolved, revoked, or withdrawn.

Signature

• Each general partner must sign the document.
• If filing online:  Each general partner must type their name in a designated signature block. Electronic signatures have the same legal effect as original signatures.

Effective Date

• The entity’s existence will be on the date the Division of Corporations receives and files your Certificate, unless your Certificate of Limited Partnership specifies an acceptable alternate “effective” date.
• A Limited Partnership or Limited Liability Limited Partnership can specify an effective date up to 90 days after the date the document is received by our office.
• If you are forming the entity between October 1 and December 31^st, but don’t expect to transact business until the next calendar year, avoid filing an annual report form for the upcoming calendar year by listing an effective date of January 1^st. 
  • By specifying January 1^st as the effective date, your entity’s existence will not officially begin until January 1^st of the following calendar year, even though your entity is already on the Division’s records. 
  • The January 1^st effective date will allow you to postpone your entity’s requirement to file an annual report form for one calendar year. 

Correspondence Name and Email

• Please provide a valid email address.
• If filing online:  The filing acknowledgement and certification (if any) will be emailed to this address.
• All future email communications will be sent to this address, as well.
• Keep your email address up-to-date.

Certificate of Status

• You may request a certificate of status.
• This item is not required.
• A certificate of status certifies the status and existence of the limited partnership or limited liability limited partnership and verifies the entity has paid all fees due this office through a certain date.
• Fee: $8.75 each

Certified Copy

• You may request a certified copy of your Certificate of Limited Partnership.
• This item is not required.
• A certified copy will include a filed stamped copy of your Certificate of Limited Partnership and will verify that the copy is a true and correct copy of the document on our records. 
• Fee: $52.50 each

Annual Report Notice

• Every limited partnership and limited liability limited partnershipis required to file an annual report to maintain an “active” status on our records.
  • If the entity fails to file the report, it will be administratively dissolved. 
  • The filing period for annual reports is January 1^st to May 1^st of the calendar year following the partnership’s date of filing or, if listed, its effective date.
• The annual report is not a financial statement.
• The report is used to confirm or update the entity’s information on our records.