Limited Liability Partnerships (LLP) in Florida: Formation and Legal Guide for 2026

A Limited Liability Partnership (LLP) is a business structure used primarily by licensed professionals who work together as partners but want to limit their personal exposure to each other's mistakes. In Tampa Bay and across Florida, LLPs are most commonly used by law firms, certified public accountant (CPA) firms, and medical group practices - entities where the partners each hold professional licenses and need a structure that reflects both their shared enterprise and their individual professional accountability.

This guide covers what a Florida LLP is, who uses it, what Chapter 620 of the Florida Statutes requires, how liability protection works, and how an LLP compares to an LLC in the most important dimensions.

What Is a Limited Liability Partnership?

A Limited Liability Partnership (LLP) is a form of general partnership in which each partner has limited personal liability for the negligence, wrongful acts, or misconduct of the other partners. Unlike a general partnership - where each partner is personally liable for every obligation of the business, including the malpractice of co-partners - an LLP provides a shield that protects each partner's personal assets from liability arising from another partner's professional errors.

An LLP is not the same as a Limited Partnership (LP). In a limited partnership, there are general partners (with unlimited liability and management authority) and limited partners (with limited liability but no management authority). In an LLP, all partners are general partners - they all participate in management - but each one has statutory protection from the professional acts of their co-partners.

Florida's Governing Law: Chapter 620

Florida LLPs are governed by Chapter 620 of the Florida Statutes - the Florida Revised Uniform Partnership Act. Section 620.9001 through 620.9003 specifically address limited liability partnerships and the registration requirements that trigger LLP status.

Florida law permits two types of LLP:

• Florida LLP: A partnership organized under Florida law that has registered as an LLP with the Florida Division of Corporations.
• Foreign LLP: An LLP organized under the laws of another state that has registered to do business in Florida.

Who Uses an LLP in Florida?

LLPs are specifically designed for - and in some states limited to - professional service firms whose members hold state-issued licenses. In Florida, the most common LLP users include:

• Law firms: Florida law firms frequently use the LLP structure to allow attorneys to practice together without exposing each partner to another partner's malpractice claim. A two-partner law firm where one partner makes an error should not result in the other partner losing their home.
• CPA firms: Certified public accounting firms use LLPs for the same reason - to contain the audit malpractice or professional negligence exposure of individual partners.
• Medical group practices: Physician groups sometimes use an LLP alongside or instead of a professional association or PLLC structure.
• Architectural and engineering firms: Multi-partner professional design firms where individual partners carry personal professional licenses.

Florida does not expressly limit LLPs to licensed professionals - the statute allows any general partnership to register as an LLP. However, the structure is almost exclusively used in professional services contexts because those are the situations where co-partner professional liability is the primary concern.

What Does LLP Liability Protection Actually Cover?

This is the most important practical question about LLPs - and the answer is more nuanced than most people expect. Florida's LLP liability shield under Section 620.9004 protects partners from:

• Debts, obligations, and liabilities of the partnership arising from the errors, omissions, negligence, incompetence, or malfeasance of another partner or an employee or agent under that partner's direct supervision.

What the LLP does NOT protect against:

• A partner's own malpractice or negligence: If you personally commit professional malpractice, the LLP structure does not shield you from personal liability for your own wrongful act. You remain fully liable for your own conduct.
• Partnership debts for which the partner personally agreed to be liable: If you personally guarantee a partnership lease or loan, the LLP shield does not help you there.
• Your own supervisory negligence: If you were directly supervising the employee or partner who committed the error, you may retain personal liability for the supervisory failure.

How to Form a Florida LLP

A Florida LLP is formed by registering an existing general partnership (or simultaneously creating and registering a new partnership) as an LLP with the Florida Division of Corporations. The process under Chapter 620 requires:

• Step 1: Have an underlying general partnership. An LLP must be a general partnership that elects LLP status. Two or more persons must agree to carry on a business as co-partners.
• Step 2: File a Statement of Qualification as an LLP. File with the Florida Division of Corporations at Sunbiz.org. The statement must include the partnership name, the principal office address, the number of partners, and a statement that the partnership qualifies as an LLP.
• Step 3: Include "LLP" or "L.L.P." in the name. The partnership name must include "Registered Limited Liability Partnership," "Limited Liability Partnership," "LLP," or "L.L.P." to put third parties on notice.
• Step 4: Draft a partnership agreement. While not filed with the state, a written partnership agreement is essential for defining each partner's rights, responsibilities, profit sharing, decision-making authority, and exit provisions.
• Step 5: File annual reports. A Florida LLP must file an annual report with the Division of Corporations each year and pay the applicable annual report fee.

Annual Registration and Fees

Florida LLPs are required to maintain their registration by filing annual reports. Key filing details for 2026:

• Annual report filing fee: $25 (LLPs pay a lower fee than LLCs)
• Annual report due date: May 1 each year
• Late filing penalty: $400 assessed on May 2 for failure to file by May 1
• Failure to file: results in administrative dissolution of the LLP's registration

LLP vs LLC: Which Is Right for Your Florida Professional Practice?

For most licensed professionals starting a new multi-person practice in Florida today, a Professional Limited Liability Company (PLLC) under Chapter 605 and Section 621.05 is often the cleaner choice. The LLC framework is more familiar to lenders, banks, and landlords; provides the same liability shield as an LLP; and offers more flexibility in governance and tax treatment.

The LLP structure makes the most sense when an existing general partnership is converting to LLP status to gain liability protection without restructuring the underlying partnership agreement and relationships.

Frequently Asked Questions