Florida Limited Partnerships

2. Florida Legal Context

Florida LPs are governed by the Florida Revised Uniform Limited Partnership Act of 2005 (Chapter 620, Part II, Florida Statutes).

To form a Limited Partnership in Florida, you must:

• File a Certificate of Limited Partnership with the Florida Division of Corporations (Sunbiz)
• Appoint a Registered Agent with a Florida address
• Maintain a written Limited Partnership Agreement (not required by law, but strongly recommended)
• File an Annual Report to remain active

Key distinctions:

• General partners are personally liable and control operations
• Limited partners are passive investors and cannot manage the business or risk losing their liability protection

3. Real-World Application

Florida LPs are commonly used in:

• Real estate investment deals where general partners manage the properties and limited partners contribute capital
• Film productions or entertainment ventures funded by outside investors
• Family businesses where a few members want control while others want passive ownership

For example, a development firm in Miami may create an LP to manage a real estate project, with one partner leading construction and others funding the project without direct involvement.

4. Why It Matters for Business Owners

Benefits of a Florida LP include:

• Clear division of management and investment roles
• Limited liability for investors who don’t participate in day-to-day operations
• Flexible profit-sharing arrangements
• Attractive for passive investors

Risks and downsides:

• General partners are fully liable for business debts and lawsuits
• Limited partners lose protection if they participate in management
• Less flexible than LLCs or corporations in some respects

Many LPs are formed without a clear agreement, leading to disputes over authority, payouts, or exits. A strong legal foundation is critical.

5. How Our Law Firm Can Help

We help Florida clients structure Limited Partnerships for long-term success and legal clarity:

• Draft and file your Certificate of Limited Partnership
• Create a custom Limited Partnership Agreement to define each partner’s role, rights, and return
• Serve or help appoint a compliant Registered Agent
• Advise on profit distributions, buyouts, and liability risks
• Transition your LP to an LLC or LLP if business needs evolve

Flat-Fee Retainers – Get setup with transparent, fixed costs. 1-Hour Strategy Consultations – Clarify partner roles, investment terms, and risk exposure. 3-Hour Master Strategy Sessions – Ideal for complex investor-backed ventures needing robust planning. BELAW Membership – Stay supported through contract updates, compliance filings, and legal Q&A year-round.

6. FAQs (Frequently Asked Questions)

Q: What is the main benefit of a Limited Partnership in Florida? A: It allows passive investors to contribute capital with limited liability, while a general partner handles operations.

Q: Can a limited partner be held personally liable? A: Generally no, unless they begin managing the business or act outside the scope of their role.

Q: Do I need to file a Partnership Agreement with the state? A: No, but having a written agreement is crucial to prevent misunderstandings and protect all parties.

Q: Can a person be both a general and limited partner? A: Yes, under Florida law, the same person can act in both roles, but it must be clearly documented.

Q: How is an LP taxed in Florida? A: LPs are pass-through entities for federal tax purposes. Florida does not impose a separate partnership income tax.

7. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

8. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

9. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

10. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

11. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

12. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.