Do I need to file anything to form a general partnership in Florida?

No state filing is required to form a general partnership; it can arise simply from two or more people carrying on a business together as co-owners. That ease of formation is also a risk, since informal collaborations can become general partnerships, with unlimited personal liability, without the parties intending it.

What is the difference between a general partner and a limited partner?

A general partner manages the business and bears unlimited personal liability for its obligations. A limited partner generally has liability capped at the amount invested, but must avoid participating in control of the business to keep that protection.

Should I use a partnership or an LLC?

For most new businesses, an LLC offers comparable pass-through taxation with broader liability protection for all owners, which is why LLCs have become more common. Partnerships remain useful where professional licensing rules, existing arrangements, or specific tax planning favor that form.

How is partnership income taxed?

Partnerships generally do not pay federal income tax at the entity level. Income, losses, deductions and credits pass through to the partners according to the partnership agreement, consistent with IRS rules on partnership allocations.

Can a limited partnership have only one general partner?

Yes, a Florida limited partnership needs at least one general partner and at least one limited partner. Businesses often use an LLC as the general partner so that no individual bears unlimited personal liability.

Florida Business Partnership Attorney

Formation and structuring counsel for Florida general and limited partnerships.

Partnerships still have a place in Florida business planning

Although the LLC has become the default choice for many new businesses, partnerships remain common for professional practices, real estate co-ownership and family enterprises where the parties want a straightforward pass-through structure or where professional licensing rules favor a partnership form.

General partnerships vs. limited partnerships

A general partnership can form without any state filing simply by two or more people carrying on a business as co-owners, but every general partner bears personal, unlimited liability for partnership obligations.
A limited partnership, formed by filing with the Florida Division of Corporations, has at least one general partner with unlimited liability and one or more limited partners whose liability is generally capped at their investment, provided they do not participate in control of the business.
Limited liability limited partnerships extend liability protection to the general partner as well, where properly formed and maintained.

Why the liability question drives the structure decision

The core partnership decision is who bears unlimited exposure. Passive investors typically want limited partner status; active managers often accept general partner exposure in exchange for control, or use an LLC as the general partner to insulate the individuals managing the business.

Taxation of partnerships

Partnerships are generally pass-through entities for federal income tax purposes, with income, losses, deductions and credits allocated to the partners according to the partnership agreement, subject to IRS rules on allocations having substantial economic effect.

Why a written partnership agreement is essential

Because a general partnership can exist without any filing, it is easy to form one unintentionally: simply by operating a business jointly with someone else. Without a written agreement, statutory default rules govern profit sharing, management authority and dissolution, which rarely match what informal partners actually intended.

Answers

Frequently asked questions

Do I need to file anything to form a general partnership in Florida?: No state filing is required to form a general partnership; it can arise simply from two or more people carrying on a business together as co-owners. That ease of formation is also a risk, since informal collaborations can become general partnerships, with unlimited personal liability, without the parties intending it.
What is the difference between a general partner and a limited partner?: A general partner manages the business and bears unlimited personal liability for its obligations. A limited partner generally has liability capped at the amount invested, but must avoid participating in control of the business to keep that protection.
Should I use a partnership or an LLC?: For most new businesses, an LLC offers comparable pass-through taxation with broader liability protection for all owners, which is why LLCs have become more common. Partnerships remain useful where professional licensing rules, existing arrangements, or specific tax planning favor that form.
How is partnership income taxed?: Partnerships generally do not pay federal income tax at the entity level. Income, losses, deductions and credits pass through to the partners according to the partnership agreement, consistent with IRS rules on partnership allocations.
Can a limited partnership have only one general partner?: Yes, a Florida limited partnership needs at least one general partner and at least one limited partner. Businesses often use an LLC as the general partner so that no individual bears unlimited personal liability.

Official sources

Consult the official sources above for current rules and procedures.

Florida Business Partnerships