Page 44 - Akerman | 2016 Guide to Doing Business in Florida

contribution and refuses to make such contribution, the remaining general
partners shall be required to contribute additional amounts necessary to
satisfy the remaining obligations.

3.3.4 Limited Liability Partnerships
FRUPA also governs Florida limited liability partnerships. An LLP is essentially a general
partnership that has made an election to be treated as a limited liability partnership. A general
partnership may be formed as, or may later become, an LLP pursuant to FRUPA.

Generally, an LLP is managed and operated in the same fashion as a general partnership, but
partners of an LLP have different liabilities then partners of a general partnership. An obligation
of a limited liability partnership, whether arising in contract, tort or otherwise, is solely the
obligation of the LLP, and no partner of an LLP is liable for an obligation of the LLP solely by
reason of being or acting as a partner. Essentially, by electing to form an LLP, a general
partnership is agreeing to observe extra filing requirements and formalities in exchange for a
limit of the partners’ liabilities.

In order for an existing general partnership to become an LLP, there must be a vote to amend
the Partnership Agreement and a filing of a Statement of Qualifications with the Department of
State. To form initially as an LLP, a general partnership must file a Statement of Qualification in
accordance with FRUPA at the time of initial formation.

The Statement of Qualification must contain all of the information required to file a general
partnership and a statement that the partnership elects to be a limited liability partnership.
Further, the name of the LLP must contain as the last words of its name “Registered Limited
Liability Partnership, “Limited Liability Partnership,” the abbreviations “R.L.L.P.,” “L.L.P.,” or the
designation “RLLP” or “LLP.”
The filing fees for a statement of qualification are currently $25. An LLP must also file an annual
report with the Department of State by May 1 of the subsequent year, and the current filing fees
for the annual report are $25. Forms required for filing are available at http://www.sunbiz.org.

3.3.5 Limited Liability Limited Partnerships

FRULPA also governs Florida limited liability limited partnerships. An LLLP is essentially a limited
partnership that has made an election to be treated as a limited liability limited partnership. A
limited partnership may be formed as, or may later become, an LLLP pursuant to FRULPA.
Generally, an LLLP is managed and operated in the same fashion as a limited partnership, but
the general partners of an LLLP have different liabilities from the general partners of a limited
partnership. An obligation of a limited liability limited partnership, whether arising in contract, tort
or otherwise, is solely the obligation of the LLLP, and no general partner is liable for such
obligation of the LLLP solely by reason of being or acting as a general partner (it is also the
case that, as with limited partnerships, the limited partners of an LLLP are not liable for the
obligations of the LLLP).

In order for an existing limited partnership to become an LLLP, there must be a vote to amend
the Partnership Agreement and the filing of an Amended or Restated Certificate of Limited
Partnership with the Department of State signed by all general partners. To form initially as an

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