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What to Know About Foreign Limited Partnerships Disputes In Florida


No business owner wants to be involved in a legal dispute—especially against one of their own partners. If you own or operate a foreign limited partnership in Florida and you are dealing with a serious internal disagreement, it is imperative that you know how to protect your rights and interests. In this article, our Miami partnership dispute lawyers provide an overview of foreign limited partnerships and legal disputes in Florida.

What is a Foreign Limited Partnership?

There are several different types of partnership businesses in Florida. As explained by the Florida Division of Corporations, a foreign limited partnership is a type of business entity that does business in Florida while being registered/created under the laws of another jurisdiction. Florida cannot and does not deny a partnership the ability to operate simply because it is from another jurisdiction. However, foreign limited partnerships in Florida must follow certain legal requirements, including:

  • Appointing a registered agent in the State of Florida;
  • Providing state authorities with basic details of ownership structure;
  • Getting a certificate that authorizes the company to operate in Florida; and
  • Maintain active status through the filing of annual compliance reports.

Foreign Limited Partnership Disputes: Look to the Partnership Agreement 

While foreign limited partnerships in Florida are subject to some unique regulatory requirements, the general structure of the partnership typically remains the same as domestic partnerships. In other words, the rights and responsibilities of each business partner generally arise from the partnership agreement. If you are a member of a foreign limited partnership and you are involved in a legal dispute with one of your business partners, it is crucial that you review your partnership agreement. The agreement is the basis for your rights and responsibilities.

Proper Venue for the Dispute Depends on Several Factors 

As noted above, a foreign limited partnership is a business entity that is formed under the laws of a different jurisdiction. Should a dispute arise, the proper venue may be the other jurisdiction—often another state. Though, that is not always the case. The venue for a dispute could still be in Florida, especially if you have a binding arbitration provision in your partnership agreement. 

Non-Adversarial Solutions Often Work Best (But May Not Always Be Possible) 

With partnership disputes, it is always best to try to find non-adversarial solutions, such as negotiation or mediation. Foriegn limited partnerships are no exception. That being said, a non-adversarial solution is certainly not possible in every case. You should be ready to take action to protect your rights through litigation.  

Schedule a Confidential Consultation With a Partnership Lawyer in South Florida

At Pike & Lustig, LLP, our Florida commercial litigation attorneys have the legal knowledge and expertise to advocate for clients in partnership disputes. If you are involved in a dispute regarding a foreign limited partnership, we are ready to help. Get in touch with us by phone or send us a direct message online for your confidential case review. With a law office in West Palm Beach and a secondary law office in Miami, we handle business and partnership disputes throughout Florida.



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