Setting Up a Business Partnership in Florida (2026)
Reviewed by DocDraft Legal Team · Florida · Last updated 2026-05-18
Partnerships in Florida are governed by the Revised Uniform Partnership Act, with dissolution at Fla. Stat. section 620.8801. Florida has no state personal income tax; LPs and LLPs file an annual report with the Division of Corporations. This guide walks the Florida-specific items the partners actually need: whether a state filing is required to form a general partnership, how to register an LLP or LP, the state partnership tax return, periodic reports, and the dissolution events themselves.
Key Considerations
Two or more people doing business together in Florida fall under the Revised Uniform Partnership Act. Revised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation. No state formation filing required for general partnerships. Florida allows but does not require statements of partnership authority under Fla. Stat. Chapter 620 Part II.
If the partners want liability protection, the form matters. Filed with the Florida Division of Corporations on Statement of Qualification (form INHS67). Filing fee $25.00 per the Division of Corporations fee schedule. Filed with the Florida Division of Corporations as a Certificate of Limited Partnership under Fla. Stat. Chapter 620 Part I (Florida Revised Uniform Limited Partnership Act of 2005).
On the tax and reporting side, Florida has no state personal income tax. Partnerships file federal Form 1065 only. LPs and LLPs file annual reports with the Florida Division of Corporations. Florida LPs and LLPs file an annual report with the Division of Corporations. Fee $500.00 if filed by May 1, $900.00 thereafter.
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Relevant Documents
For a Florida partnership the document stack runs from the agreement (private) through the state filings tied to Revised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation: LLP registration Filed with the Florida Division of Corporations on Statement of Qualification (form INHS67). Filing fee $25.00 per the Division of Corporations fee schedule.; LP Certificate Filed with the Florida Division of Corporations as a Certificate of Limited Partnership under Fla. Stat. Chapter 620 Part I (Florida Revised Uniform Limited Partnership Act of 2005).; the state partnership tax return Florida has no state personal income tax. Partnerships file federal Form 1065 only. LPs and LLPs file annual reports with the Florida Division of Corporations.; the periodic entity report Florida LPs and LLPs file an annual report with the Division of Corporations. Fee $500.00 if filed by May 1, $900.00 thereafter.; and the wind-up authority Fla. Stat. section 620.8801 lists the events causing partnership dissolution and winding up
Buy-Sell Agreement
A contract that outlines what happens to a partner's share of the business if they die, become disabled, retire, or wish to sell their interest in the partnership.
Partnership Agreement
A comprehensive contract that outlines the rights, responsibilities, and obligations of all partners, including profit sharing, decision-making authority, capital contributions, dispute resolution, and dissolution procedures.
Partnership Capital Contribution Agreement
A document that specifies the initial and ongoing capital contributions of each partner, including cash, property, services, or other assets.
Partnership Operating Procedures
An internal document that details day-to-day operations, management responsibilities, and standard procedures for the partnership business.
Relevant Laws
Florida Revised Uniform Partnership Act (FRUPA)
This is Florida's primary law governing partnerships, found in Chapter 620 of the Florida Statutes. It establishes the legal framework for forming and operating partnerships in Florida, including rights and responsibilities of partners, partnership property, and dissolution procedures.
Florida Business Filing Requirements
While general partnerships don't require formal registration in Florida, filing a fictitious name registration (d/b/a) is required if operating under a name different from the partners' legal names. This must be filed with the Florida Department of State Division of Corporations.
Florida Partnership Taxation Laws
Florida partnerships are generally not subject to state income tax as the entity itself. Instead, profits and losses pass through to individual partners who report their share on personal tax returns. However, partnerships may still have other tax obligations including sales tax collection.
Florida Business and Professional Regulation
Depending on your partnership's industry, you may need specific licenses or permits to operate legally in Florida. The Department of Business and Professional Regulation oversees licensing requirements for many professions and businesses.
Florida Partnership Agreement Requirements
While not legally required, a written partnership agreement is strongly recommended under Florida law. Without one, the default provisions of the Florida Revised Uniform Partnership Act will govern your partnership, which may not align with your intentions.
Regional Variances
South Florida
Miami-Dade County has additional business registration requirements for partnerships. Partnerships must register with the Miami-Dade Tax Collector's Office and obtain a Local Business Tax Receipt in addition to state filings. The county also enforces stricter zoning regulations for home-based partnerships.
Broward County requires partnerships to obtain a Local Business Tax Receipt with fees that vary based on the type of business activity. The county also has specific regulations for partnerships operating in unincorporated areas, including additional permitting requirements.
Central Florida
Orange County has specific requirements for partnerships related to tourism and hospitality industries due to the proximity to major attractions. Partnerships must comply with additional tourist development tax regulations if providing short-term accommodations or services.
Orlando has a streamlined business partnership registration process through its Business Assistance Team, but imposes additional requirements for partnerships operating in designated downtown development districts, including design reviews and impact fees.
North Florida
Jacksonville/Duval County has a consolidated government structure that affects partnership registration. Partnerships must register with both the city and county simultaneously through a unified process, with specific requirements for partnerships in the maritime and logistics sectors due to the port presence.
Partnerships in Tallahassee/Leon County face additional scrutiny and disclosure requirements if they conduct business with state government agencies due to the capital city status. Special lobbying registration may be required for partnerships seeking government contracts.
Gulf Coast
Tampa/Hillsborough County requires partnerships to obtain additional permits for certain professional services and has specific regulations for partnerships operating in historic districts or enterprise zones with potential tax incentives.
Partnerships in Pinellas County must comply with additional environmental regulations if operating near coastal areas. The county also has specific requirements for partnerships in tourism-related industries, including additional fees and permits.
Suggested Compliance Checklist
Verify that the arrangement meets the statutory definition of a partnership in Florida
Before formation days after startingRevised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation.
Decide how partner agency will work and write it into the agreement
During drafting days after startingThe default rule in Florida is: Fla. Stat. section 620.8301(1): each partner is an agent of the partnership for the purpose of its business.
Complete the Secretary of State filing for the LLP or LP variant
At formation days after startingFiled with the Florida Division of Corporations on Statement of Qualification (form INHS67). Filing fee $25.00 per the Division of Corporations fee schedule. Filed with the Florida Division of Corporations as a Certificate of Limited Partnership under Fla. Stat. Chapter 620 Part I (Florida Revised Uniform Limited Partnership Act of 2005).
Set up the state tax-filing cadence
After formation days after startingFlorida has no state personal income tax. Partnerships file federal Form 1065 only. LPs and LLPs file annual reports with the Florida Division of Corporations.
Reference the statutory dissolution triggers in the agreement
Ongoing days after startingFla. Stat. section 620.8801 lists the events causing partnership dissolution and winding up.
Track the entity-report deadline with the Secretary of State
During drafting days after startingFlorida LPs and LLPs file an annual report with the Division of Corporations. Fee $500.00 if filed by May 1, $900.00 thereafter.
Keep the partnership agreement, statements, and filings together
Ongoing days after startingMaintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Verify that the arrangement meets the statutory definition of a partnership in Florida | Revised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation. | - | Before formation |
| Decide how partner agency will work and write it into the agreement | The default rule in Florida is: Fla. Stat. section 620.8301(1): each partner is an agent of the partnership for the purpose of its business. | partnership-agreement | During drafting |
| Complete the Secretary of State filing for the LLP or LP variant | Filed with the Florida Division of Corporations on Statement of Qualification (form INHS67). Filing fee $25.00 per the Division of Corporations fee schedule. Filed with the Florida Division of Corporations as a Certificate of Limited Partnership under Fla. Stat. Chapter 620 Part I (Florida Revised Uniform Limited Partnership Act of 2005). | - | At formation |
| Set up the state tax-filing cadence | Florida has no state personal income tax. Partnerships file federal Form 1065 only. LPs and LLPs file annual reports with the Florida Division of Corporations. | - | After formation |
| Reference the statutory dissolution triggers in the agreement | Fla. Stat. section 620.8801 lists the events causing partnership dissolution and winding up. | - | Ongoing |
| Track the entity-report deadline with the Secretary of State | Florida LPs and LLPs file an annual report with the Division of Corporations. Fee $500.00 if filed by May 1, $900.00 thereafter. | - | During drafting |
| Keep the partnership agreement, statements, and filings together | Maintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings. | partnership-agreement | Ongoing |
Frequently Asked Questions
On a recurring basis in Florida, a partnership has two cost lines. State tax: Florida has no state personal income tax. Partnerships file federal Form 1065 only. LPs and LLPs file annual reports with the Florida Division of Corporations. Periodic report: Florida LPs and LLPs file an annual report with the Division of Corporations. Fee $500.00 if filed by May 1, $900.00 thereafter. When the partnership eventually winds up, the controlling statute is Fla. Stat. section 620.8801 lists the events causing partnership dissolution and winding up.
Forming a general partnership in Florida has no state filing fee because no state filing is required to create one under the state partnership act (Revised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation.). Registering an LLP or LP, however, does. LLP registration: Filed with the Florida Division of Corporations on Statement of Qualification (form INHS67). Filing fee $25.00 per the Division of Corporations fee schedule. LP Certificate: Filed with the Florida Division of Corporations as a Certificate of Limited Partnership under Fla. Stat. Chapter 620 Part I (Florida Revised Uniform Limited Partnership Act of 2005).
By default in Florida, Fla. Stat. section 620.8301(1): each partner is an agent of the partnership for the purpose of its business. That default can be modified by the partnership agreement, but third parties acting in good faith may still rely on the statutory default unless they have notice of the restriction. The governing partnership-act chapter is Revised Uniform Partnership Act, codified at Fla. Stat. Chapter 620, Part II (sections 620.81001 through 620.9902). Section 620.8202(1) defines formation.
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