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capital to the partnership but do not participate in its management. In a limited partnership, the
limited partners are only liable to the partnership to the extent of their capital contributions, but
the general partner does not have liability protection. The general partner manages the
business affairs of a limited partnership. Limited partnerships are frequently used as financing
vehicles where the investors will have no role in the management of the business and a simple
structure is needed to carry out the business of the partnership.

Limited liability partnerships (“LLPs”) function like general partnerships but provide extra
protection for the general partners, such as personal immunity for partnership liabilities. A
partner’s liability with respect to an LLP is usually limited to his or her investment in the
partnership.

Limited liability limited partnerships (“LLLPs”) function like limited partnerships but provide extra
protection for the general partner, similar to a limited liability partnership. This form of partnership
can be used to combine the effects of a limited partnership with a limited liability partnership.

3.3.2 General Partnerships

The Florida Revised Uniform Partnership Act (“FRUPA”) governs the formation, operation and
dissolution of Florida general partnerships. A partnership is formed when there is an association
of two or more persons (a broadly defined term) to carry on as co-owners of a business with
the intention to make a profit, whether or not the persons intend to form a partnership.

a. Formation. No filings with the Department of State are required in order to
form a general partnership. However, a general partnership may optionally file
a Statement of Partnership Registration with the State. If the partners elect to
file a Statement of Partnership Registration, then the Statement must include:
(1) the name of the general partnership; (2) the address of the chief executive
officer of the partnership and the address for the principal office of the
partnership; and (3) the names and mailing addresses of all of the partners or
the name and address of an agent who shall maintain a list of the names and
mailing addresses of all of the partners. The fee to file a Statement of
Partnership Registration is currently $50, and the form required to file can be
found at http://www.sunbiz.org.

b. Partnership Agreement. After formation, a written or oral Partnership
Agreement governs the relationship among the partners and between the
partners and the partnership. Where the Partnership Agreement remains
silent, FRUPA governs the relationships among the partners and between the
partners and the partnership. Similar to LLCs, the Partnership Agreement may
not restrict a partner’s or former partner’s access to books and records and
may not eliminate certain fiduciary duties of loyalty or care, nor the obligation
of good faith and fair dealing.

Although a partnership can be formed without a written Partnership
Agreement, the partners’ best interests will be served if their intentions and
corresponding business relationship are clearly stated in a written Partnership
Agreement. In the absence of a written Partnership Agreement, acts and
conduct of the persons involved are tested to determine whether a
partnership was intended.

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