How to Form a Partnership in Florida in 2026: GP, LP, and LLP Explained

If you are going into business with one or more partners in Tampa Bay or anywhere in Florida, you need to understand the three types of partnerships recognized under Florida law - and how they differ from each other and from an LLC. Choosing the right partnership structure determines who has personal liability for business debts, how the business is managed, and what happens when a partner wants to leave.

This guide covers general partnerships (GPs), limited partnerships (LPs) under Chapter 620 of the Florida Statutes, and limited liability partnerships (LLPs), along with the formation requirements, liability exposure, tax treatment, and the most common situations where each structure makes sense.

The Three Types of Florida Partnerships

General Partnerships - How They Form and Why They Are Risky

A general partnership in Florida requires no state filing. Under Chapter 620 of the Florida Statutes, a general partnership is formed automatically when two or more people agree to carry on a business as co-owners for profit - even without a written agreement.

This means that two friends who start selling products together, two colleagues who consult jointly, or two investors who buy a property together may have already formed a general partnership without realizing it. The legal consequences are significant.

Unlimited Personal Liability

Every general partner in a Florida general partnership is personally liable for all of the partnership's debts and obligations - including debts created by the other partners in the conduct of partnership business. This is joint and several liability: a creditor can pursue any partner for the full amount owed, regardless of that partner's ownership percentage.

Each Partner Can Bind the Partnership

Under Florida Statute Section 620.8301, every general partner is an agent of the partnership for the purpose of its business. Any partner can sign contracts, take out loans, and obligate the partnership - and every other partner - without the other partners' consent, unless the counterparty knows the partner lacks authority.

When Does a General Partnership Make Sense?

Honestly, rarely for a Florida business owner who has done their homework. The unlimited personal liability and mutual agency of general partnerships make them a poor choice for most active businesses. The only situations where a general partnership might make sense:

• Very short-term, low-risk co-ventures where the parties are closely aligned and the dollar amounts are small
• As a transitional form while waiting to finalize an LLC formation
• For certain professional firm structures where state licensing rules require a partnership form

Limited Partnerships - How They Work Under Chapter 620

A Florida limited partnership (LP) is formed by filing a Certificate of Limited Partnership with the Florida Division of Corporations. The filing fee is $100. Chapter 620, Part III governs Florida limited partnerships.

An LP has two classes of partners with different roles and liability profiles:

• General partner(s): manage the LP and bear unlimited personal liability for the LP's debts and obligations
• Limited partner(s): invest capital and receive a share of profits but have no management authority. Limited partners' liability is capped at their capital contribution

The critical trade-off: limited partners get liability protection in exchange for giving up management control. If a limited partner participates in control or management of the LP's business, they risk losing their limited liability protection.

Protecting the General Partner

In practice, most Florida LPs use an LLC or corporation as the general partner rather than an individual. This way, the entity that bears unlimited general partner liability is itself shielded from personal liability - the individual investors (who own the LLC/corporation) are insulated from the LP's obligations at both levels.

When Do Florida LPs Make Sense?

• Real estate investment: LPs are commonly used by real estate syndicators to raise capital from passive investors (limited partners) while retaining management control through a GP entity
• Family limited partnerships (FLPs): estate planning structures where senior family members act as GPs retaining control while gifting or transferring LP interests to younger family members at discounted valuations
• Investment funds: hedge funds, private equity funds, and private investment vehicles commonly use LP structures

Limited Liability Partnerships - LLPs

A limited liability partnership (LLP) is a general partnership that has registered with the state to provide limited liability protection to its partners. In Florida, a partnership qualifies as an LLP by filing a Statement of Qualification with the Division of Corporations under Chapter 620, Part IV.

The Florida LLP statute shields each partner from personal liability for the wrongful acts or omissions of other partners and for obligations arising from another partner's negligence, malpractice, or misconduct. However, each partner remains personally liable for their own conduct and for obligations they personally guaranteed.

Who Uses LLPs?

LLPs are most commonly used by professional firms - law firms, accounting firms, and architectural firms - in states where professional regulations require or favor a partnership structure rather than a PLLC or corporation. In Florida, many professional firms use PLLCs instead of LLPs today, but LLPs remain in use for firms that formed under older rules or prefer the partnership governance model.

Partnership Agreement - Why It Is Essential

Whether you form a general partnership, limited partnership, or LLP, a written partnership agreement is essential. Without one, the default rules of Chapter 620 apply - and those defaults may not match what the partners actually agreed to. Key provisions in any Florida partnership agreement:

• Capital contributions and ownership percentages
• Profit and loss allocation - does it match ownership percentage or differ?
• Management authority and decision-making - who can sign contracts and bind the partnership?
• Voting requirements for major decisions
• Restrictions on transfer of partnership interests
• Buyout provisions - what happens when a partner wants to leave, retires, dies, or becomes disabled?
• Dissolution and winding up procedures
• Dispute resolution - mediation and arbitration to keep disputes out of court

Tax Treatment of Florida Partnerships

All three types of Florida partnerships are taxed as pass-through entities for federal tax purposes. The partnership itself does not pay federal income tax. Instead:

• The partnership files Form 1065 (informational return) annually by March 15
• Each partner receives a Schedule K-1 showing their allocable share of income, loss, deductions, and credits
• Partners report K-1 income on their personal federal returns and pay income tax at personal rates
• Florida has no state income tax - pass-through partnership income is not taxed at the state level

Self-employment tax applies to general partners who actively participate in the business. Limited partners and LLP partners generally are not subject to self-employment tax on their distributive shares (though the IRS rules are nuanced and subject to ongoing regulatory development).

Why Most Florida Business Owners Choose an LLC Instead

For most Florida businesses with two or more owners, a multi-member LLC provides better protection and more flexibility than any partnership type:

• An LLC shields all members from personal liability without requiring a distinction between general and limited partners
• Members can be actively involved in management without losing liability protection (unlike limited partners)
• The operating agreement can allocate profits and losses in any way the members agree
• An LLC can elect S-corp tax treatment to reduce self-employment tax
• Florida's charging order protection for LLCs is among the strongest in the country

Partnerships remain valuable for specific situations - investment structures, estate planning, and professional firm requirements - but for a typical operating business in Tampa Bay, an LLC is usually the right answer.