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Legal Representation for Limited Partnerships and Individual Partners in Naples, FL

A limited partnership (LP) is a form of business entity that allows for equity investors (the “limited partners”) to be shielded from liability for the partnership’s debts while managing partners (the “general partners”) control the company’s direction and remain personally liable to lenders and judgment creditors. While operating as a limited partnership makes sense in certain circumstances, the limited liability limited partnership (LLLP) shields general partners from partnership debts, and other entity structures (such as the limited liability company (LLC)) offer added flexibility and additional benefits as well.

We provide comprehensive legal representation for LPs, LLLPs, individual partners, and other legal entities and business owners in Florida. Our services include:

  • Choice of business entity
  • Registration of LPs and LLLPs with the Florida Division of Corporations
  • Registration of out-of-state LPs and LLLPs
  • Annual and one-time filings with the Florida Division of Corporations
  • Drafting and negotiation of Partnership Agreements
  • Partnership capitalizations
  • Representation of LPs, LLLPs and individual partners in partnership disputes

Frequently-Asked Questions (FAQs): Limited Partnerships in Florida

Q: What are the advantages to forming a limited partnership?

Compared to a general partnership, the primary advantage of forming a limited partnership is the ability to offer an equity stake to investors without the risk of personal liability (although limited partners who step too far into a partnership’s operations can face individual exposure). Limited partnerships are also relatively easy to form, and they allow for pass-through tax treatment for income and losses.

However, the major downside of an LP is the general partner’s exposure to personal liability. While there are ways to mitigate this exposure (i.e. buying insurance or forming an LLC to serve as the general partner), often times it will be simpler and more cost-effective to form an LLC, LLLP or corporation.

Q: Do I need to file anything in order to form an LP or LLLP?

Yes. While a general partnership forms automatically when two or more individuals go into business together, in order to secure the liability protection of an LP or LLLP, it is necessary to file for registration with the Florida Division of Corporations. Although this filing is technically enough to establish an LP or LLLP, it will also be in all partners’ best interests to prepare and sign a partnership agreement.

Q: Can I sell my share of a limited partnership?

Yes. Subject to any countervailing terms in the relevant partnership agreement, partnership interests are freely transferrable.

Q: What happens if partners in an LP or LLLP reach an impasse?

If you and your partner (or partners) are at an impasse, you potentially have a few different options available. The first step will be to take a careful look at your partnership agreement to see what it says about management, voting rights and dispute resolution. If you simply cannot come to terms, then you may need to resort to litigation to overcome your differences.

Speak with a Naples, FL Business Lawyer in Confidence

Our business lawyers have decades of experience representing clients in transactional and litigation matters involving limited partnerships and other business entities in Florida. To discuss your business needs in confidence, please call 239-325-4070 or tell us how to reach you online.


Main Office

Vanderbilt Galleria
9045 Strada Stell Court
Fourth Floor
Naples, Florida 34109

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Bonita Springs

North Bay Village
3301 Bonita Beach Rd
Unit 315
Bonita Springs, Florida 34134

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Jacksonville Beach

2029 Third Street N
Suite 9
Jacksonville Beach, FL 32250

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