A Limited Liability Limited Partnership (LLLP) is a business entity choice in Florida, particularly for businesses that want to limit the liability of certain partners while still allowing them to participate in the business’s management and decision-making. But what exactly is a LLLP, and how can it benefit your business? In this article, we’ll briefly break down the limited liability limited partnership in Florida, generally covering what is required for formation, liability protection, tax implications, drawback examples, and more.

A limited liability limited partnership is formed under the Florida Revised Uniform Limited Partnership Act of 2005 (RULPA). A limited liability limited partnership has one or more general partners and one or more limited partners.

In a limited partnership, the general partner(s) typically assume management and control of the business, while the limited partner(s) have limited liability and normally do not participate in management. A limited liability limited partnership is essentially the same as a limited partnership except that it provides the general partner(s) with limited liability under state law.

Under RULPA, a business may initially organize as a limited liability limited partnership or later elect LLLP status if it is originally established as a limited partnership. To form a limited liability limited partnership in Florida, you must file a certificate of limited partnership with the Secretary of State and meet other LLLP requirements outlined in RULPA.

RULPA requires the name of a limited liability limited partnership to contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or designation “LLLP,” as will clearly indicate that it is a limited liability limited partnership instead of a natural person or other business entity. Also, the name of a limited liability limited partnership must be distinguishable in the records of the Department of State from the names of all other entities or filings that are on file with the Department of State, except as otherwise provided by statute.

Under a limited partnership in Florida, a primary advantage is the liability shield to limited partners of the business. One of the main benefits of a LLLP is that limited liability protection is also offered to general partners. A general partner of a limited liability limited partnership is not personally liable for an obligation of a LLLP, whether arising in contract, tort, or otherwise, solely by reason of being or acting as a general partner.

Another benefit of a limited liability limited partnership in Florida is pass-through taxation. Income and losses of the partnership flow through to the partners’ respective individual tax returns without taxation at the partnership level. Also, the LLLP’s partners that are residents of Florida are not subject to state income tax because Florida does not have a state income tax.

From the limited partners’ point of view, the biggest disadvantage is that they generally have less right to participate in the business’s management than general partners. Another example of a drawback is that a limited liability limited partnership’s operations should be limited to within Florida because laws in other states may vary and thus may result in unexpected risk.

In summary, a limited liability limited partnership in Florida offers certain benefits to businesses such as a liability shield to general partners and pass-through taxation. Consulting with a Florida corporate lawyer may help you understand the requirements and implications of a limited liability limited partnership in Florida. Click here to contact Guala Law Firm if you need legal advice or assistance.

1. Florida Revised Uniform Limited Partnership Act (RULPA) – Chapter 620, Florida Statutes: https://www.flsenate.gov/Laws/Statutes/2021/Chapter620
2. Section 620.1108(3), Florida Statutes (2022). Name. http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0620/Sections/0620.1108.html
3. Section 620.1108(4), Florida Statutes (2022). Name. http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0620/Sections/0620.1108.html
4. Section 620.1201, Florida Statutes (2022). Formation of limited partnership; certificate of limited partnership. http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0620/Sections/0620.1201.html
5. Section 620.1404(3), Florida Statutes (2022). General partner’s liability. http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0620/Sections/0620.1404.html