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Florida Law: What is a Foreign Limited Partnership?


A foreign limited partnership (LP) is a partnership that does business in Florida but that has a different home state. If your business partnership is domiciled in another jurisdiction and you are planning on doing business in Florida, it is imperative that you understand your rights and responsibilities.

Under Florida law (Florida Statutes § 602.1901), foreign limited partnerships are subject to important rules and regulations. Most notably, they must register with state authorities before doing business. Here, our West Palm Beach business litigation lawyers provide an overview of the key things you need to know about foreign limited partnerships in Florida.

Florida Application for Foreign Limited Partnership: What You Need to Know 

You Must Provide the Company Name and the Home State 

When registering a foreign limited partnership in Florida, you should be prepared to provide your company’s name and its principal place of business. To be clear, Florida regulators cannot deny a partnership the right to do business in Florida simply because it is from a state with different laws.

You Must Appoint a Registered Agent  

Someone should be selected to apply as the registered agent for the foreign limited partnership. It should be noted that on the official state application, this individual will be required to provide their name and a valid Florida street address if the company needs to be served legal papers. Please note that the registered agent does not have to be a general partner at the firm.

Regulators Need General Information About the Ownership Structure 

Another key aspect of the application is the section that asks for information about the basic ownership structure of the partnership. More specifically, you will be required to provide the name, principal office location, and preferred mailing address of each general partner to the business. To be clear, the general partners do not need to have a Florida address—they can be a resident of another state.

Obtain a Certificate to Do Business in Florida 

After successfully completing and filing your application to register a foreign limited partnership in Florida, you must await a basic review from state regulators. Upon approval, you will receive a valid certificate to operate a commercial business in our state.

Keep ‘Active’ Status: File an Annual Report 

In order to keep your foreign limited partnership valid in Florida, you must file an annual report with the state. Failure to do so could result in the loss of your certificate to operate. This report should be filed prior to May 1st—otherwise your company will be subject to a late fee of $400. 

Call Our South Florida Partnership Lawyers for Immediate Assistance

At Pike & Lustig, LLP, our Florida partnership law attorneys are skilled, experienced advocates for individuals and businesses. If you have questions about foreign limited partnerships, we are here to help. Call us now for a confidential, no obligation initial consultation. With an office in West Palm Beach and an office in Miami, our legal team is well-positioned to advise partnerships throughout Southeastern Florida.


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