Domestic Limited Partnership Formation Filing in Florida

At a glance

Requirements one by one

Certificate and general partners

Fla. Stat. § 620.1201(1) requires delivery of a certificate to the Department of State. The record gives the LP name; street and mailing addresses for its designated office; its agent's name, Florida street address, and written acceptance; every general partner's name and business address; and whether the partnership elects limited liability limited partnership status. An entity general partner must maintain the registration and active status that subsection (1)(c) describes. The filing is the formation event only on substantial compliance, subject to § 620.1206(4)'s effective-time rule.

Agreement and signer

Fla. Stat. § 620.1110(1) gives the partnership agreement control over partner relations where it supplies a term, while the act supplies the default where it does not. Under § 620.1204(1)(a), all general partners listed in the initial certificate sign it. Section 620.1201(4) separately resolves a conflict between the agreement and a filed record: the agreement prevails among partners and transferees, while the filed record prevails for a nonpartner who reasonably relies on it to the person's detriment.

Name, charge, and effective time

Fla. Stat. § 620.1108(2) requires an ordinary LP designator and excludes an LLLP designator for an LP without that election. Under § 620.1108(4), a name normally must be distinguishable in the Department's records, but filed written consent from the other entity can permit a nonidentical otherwise indistinguishable name. This is a filing-name rule, not trademark clearance.

Fla. Stat. § 620.1109(2) prices the original certificate at $965, and § 620.1109(8)(a) prices registered-agent designation at $35. The Division of Corporations' current instructions list both charges, before optional copies or status certificates. Section 620.1206(1) directs the Department to file a complying record when fees are paid; subsection (4) permits a stated time or delayed date, capped at the 90th day after filing.

Publication and evidence

The formation path in Fla. Stat. §§ 620.1201 and 620.1206 specifies certificate delivery, filing, and effective time. Those sections prescribe no newspaper publication or proof filing as part of that path. Under § 620.1209(1), a separate certificate of status is available on request and fee; § 620.1209(3) makes the statutory status certificate conclusive evidence of existence, subject to its stated qualifications.

What trips people up

The agent acceptance belongs in the initial record. Fla. Stat. § 620.1201(1)(b) requires written acceptance as well as the agent's name and Florida street address. An online filing's designated signature block is described in the Division's current instructions; check that form at filing time.

LLLP is an election shown on the certificate. Fla. Stat. § 620.1201(1)(d) requires the record to state whether the LP is a limited liability limited partnership. The election is distinct from the ordinary LP name rule in § 620.1108(2); this page does not determine a partner's liability.

Common questions

Does ordering a certificate of status create the LP? No. Formation follows the filed initial certificate under Fla. Stat. § 620.1201(3). Section 620.1209 makes the status certificate an optional later record, supplied on request and fee.

Can partners rely on an agreement that differs from the public certificate? Among partners and transferees, the agreement prevails under Fla. Stat. § 620.1201(4)(a). For an outsider who reasonably relied on the filed record to their detriment, subsection (4)(b) makes the filed record prevail.

Statutes and sources

• Fla. Stat. § 620.1108(2), (4): LP name designator, distinguishability, and filed consent. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1109(2), (8)(a): original-certificate and agent-designation fees. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1110(1): partnership-agreement and statutory-default hierarchy. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1201(1), (3)–(4): formation certificate, required contents, formation event, and filed-record priority. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1204(1)(a): all listed general partners sign. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1206(1), (4): filing on compliance and payment; effective-time alternatives and 90-day cap. Official 2026 Florida Statutes (accessed 2026-09-23).
• Fla. Stat. § 620.1209(1), (3): optional certificate of status and its statutory evidentiary effect. Official 2026 Florida Statutes (accessed 2026-09-23).
• Florida Division of Corporations, Instructions for Certificate of Limited Partnership: online or mail filing, agent acceptance, fees, and optional copies. Official filing instructions (accessed 2026-09-23).