Page 41 - Akerman | 2016 Guide to Doing Business in Florida

In winding up the business, the assets of the partnership, including the
contributions of the partners, must be applied to discharge the partnership’s
obligations to creditors, including partners who are creditors. Any surplus
after the obligations of the partnership are paid shall be distributed to the
partners in accordance with their right to distributions as set forth in the
Partnership Agreement or under Florida law.

If the liabilities of the partnership exceed the assets of the partnership, the
creditors of the partnership may look to the partners to fulfill the outstanding
obligations of the partnership. In the event any partner is insolvent or cannot
be sued for his or her contribution and refuses to make such contribution, the
remaining partners shall be required to contribute additional amounts
necessary to satisfy the remaining obligations.

3.3.3 Limited Partnerships

The Florida Revised Uniform Limited Partnership Act (“FRULPA”) governs Florida limited
partnerships. A limited partnership may be formed for any lawful purpose, including not-for-
profit purposes.

a. Formation. A Florida limited partnership is formed when at least two persons
decide to form and operate a limited partnership with at least one of the
partners being a general partner and at least one of the partners being a
limited partner. To complete the formation, a Certificate of Limited Partnership
must be filed with the Department of State and must contain: (1) the name of
the limited partnership; (2) the address of the limited partnership’s principal
office and the name and address of the initial registered agent in the State of
Florida; (3) the names and addresses of the general partners; and (4) a
statement (or election) as to whether the limited partnership is a limited liability
limited partnership. The name of the limited partnership must contain the
words “Limited Partnership” or “Limited” or the abbreviation “L.P.” or “Ltd.” or
the designation “LP.” The current filing fee for a limited partnership is $1,000
($965 for filing and $35 for designation of a registered agent), and forms for
filing can be found at http://www.sunbiz.org. The Department of State
requires the limited partnership to file an annual report by May 1 of the
subsequent year, and the current filing fee is $500 if filed timely or $900 if filed
late.

b. Partnership Agreement. Once formed, the limited partnership’s Partnership
Agreement and the FRULPA govern the operation and management of the
limited partnership. As with general partnerships, the Partnership Agreement
may be oral or written and is subject to the same limitation on elimination of
fiduciary duties of loyalty or care and the obligation of good faith and fair
dealing as a general partnership. Limited partnerships can be capitalized
through the same means as a general partnership.

A limited partnership may file a Statement of Partnership Authority with the
Department of State. The Statement of Partnership Authority sets forth the
names of the partners authorized to execute an instrument transferring real
property held in the name of the partnership, and may also state or include
the authority, or limited on the authority, of some or all of the partners to enter

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