How to Start a General Partnership in Florida (2025 Guide + Why You Shouldn’t)

By Jake Lawson | Updated January 2025

Let me be direct: I’m going to show you exactly how to form a General Partnership in Florida, but I’m also going to explain why it’s probably a terrible idea for your business.

After helping 1,200+ entrepreneurs launch businesses across all 50 states, I’ve seen maybe a dozen situations where a General Partnership actually made sense. The rest of the time, entrepreneurs choose partnerships because they think it’s “simpler” or “cheaper” – and they end up creating massive personal liability exposure for minimal savings.

Here’s the complete guide to Florida General Partnerships, including the step-by-step formation process and why you should seriously consider a Florida LLC instead.

What Is a General Partnership in Florida?

A General Partnership is the simplest multi-owner business structure. When two or more people decide to operate a business together, they automatically create a General Partnership under Florida law – whether they realize it or not.

There’s no formal registration required. No Articles of Organization to file. No state fees to pay. You shake hands with your business partner, agree to split profits and losses, and boom – you’re legally operating as a General Partnership under Florida Statutes Chapter 620.

Sounds great, right? Here’s the catch: Every partner has unlimited personal liability for all business debts and obligations. Your partner makes a bad decision? You’re personally liable. Business gets sued? They can come after your house, car, and personal savings.

Florida General Partnership: The Good, The Bad, and The Ugly

Let me break down what you’re actually getting with a General Partnership:

The Good:

• Zero formation costs: No state filing fees or formation requirements
• Simple tax structure: Pass-through taxation, no double taxation
• Operational flexibility: Partners can make decisions and bind the partnership
• Easy to start: Literally just an agreement between partners

The Bad:

• Unlimited personal liability: All partners personally liable for all business debts
• Joint and several liability: One partner’s mistakes become everyone’s problem
• No business credit separation: Business debts tied to personal credit
• Professional credibility: Less trusted than LLCs or corporations

The Ugly:

• Partnership disputes: No formal structure for resolving conflicts
• Partner withdrawal issues: Complications when partners leave
• Death/disability problems: Partnership may dissolve when partner dies
• Banking difficulties: Harder to open business accounts

After 15 years in business formation, here’s my honest assessment: General Partnerships are legal dinosaurs that create more problems than they solve.

How to Form a General Partnership in Florida (Step-by-Step)

Despite my reservations, here’s exactly how to create a General Partnership in Florida:

Step 1: Partnership Planning and Agreement

Before anything else, you need to establish the foundation of your partnership:

Choose Your Partners Carefully This is literally the most important decision you’ll make. You’re about to become personally liable for their business decisions. Consider:

• Their business experience and track record
• Financial stability and credit history
• Work ethic and reliability
• Compatible goals and values

Determine Ownership Structure Decide how you’ll split:

• Ownership percentages (doesn’t have to be equal)
• Profit and loss allocation
• Capital contributions (money each partner invests)
• Management responsibilities

Select Your Business Focus Define your:

• Industry and NAICS code
• Business model and revenue streams
• Target market and competitive strategy
• Primary business address

Step 2: Create a Partnership Agreement

This is absolutely critical, even though Florida doesn’t require it. A Partnership Agreement protects all partners and establishes ground rules for operation.

Your Partnership Agreement should cover:

Financial Terms:

• Each partner’s capital contribution
• Profit and loss distribution percentages
• How additional funding will be handled
• Partner draw and salary arrangements

Management Structure:

• Decision-making processes (majority vote, unanimous consent)
• Daily management responsibilities
• Authority limits for individual partners
• Meeting requirements and voting procedures

Legal Protections:

• Dispute resolution procedures
• Non-compete and confidentiality clauses
• Partnership dissolution procedures
• Buy-sell provisions for partner departure

Operational Details:

• Business purpose and scope
• Partner time commitments
• Expense reimbursement policies
• Record-keeping responsibilities

Step 3: Obtain Required Business Identifiers

Get Your EIN (Employer Identification Number) All General Partnerships must have an EIN for tax purposes. Apply directly through the IRS website – it’s completely free and takes about 10 minutes.

Scam alert: Anyone charging you for an EIN is running a scam. The IRS never charges for EINs.

Register a Fictitious Name (DBA) if Needed If you want to operate under a name different from “Partner A and Partner B,” you’ll need to register a Fictitious Name with Florida’s Department of State.

Florida DBA Process:

• File Fictitious Name Registration (Form CR4E001)
• Pay $50 state filing fee
• Publish notice in local newspaper (additional cost)
• Maintain registration through renewals

Step 4: Handle Business Licensing and Permits

Research licensing requirements for your specific industry and location:

State-Level Licenses: Florida doesn’t require a general business license, but specific industries need specialized licenses

Local Permits: Check with your county and city for required permits

Professional Licenses: Certain professions require individual licensing

Step 5: Set Up Business Banking and Accounting

Open a Business Bank Account Keep business and personal finances separate. You’ll typically need:

• Partnership Agreement
• EIN confirmation letter
• DBA registration (if applicable)
• Personal identification for all partners

Establish Accounting Systems Set up bookkeeping to track:

• Income and expenses
• Partner capital accounts
• Profit and loss allocations
• Tax document preparation

Step 6: Understand Tax Obligations

General Partnerships file Form 1065 (informational return) but don’t pay federal income tax. Instead:

• Partnership profits and losses pass through to partners
• Each partner receives Schedule K-1 showing their share
• Partners report partnership income on personal tax returns
• Partners may owe self-employment tax on partnership income

Florida General Partnership vs. LLC: The Real Comparison

Here’s the honest comparison that matters:

Costs to Start:

• General Partnership: $0 (plus DBA fee if desired: $50)
• Florida LLC: $125 filing fee

Reality check: You’re talking about a $125 difference to get liability protection. That’s less than most people spend on dinner and drinks.

Ongoing Costs:

• General Partnership: No annual fees to state
• Florida LLC: No annual report required

Bottom line: Ongoing costs are identical.

Liability Protection:

• General Partnership: Zero protection – unlimited personal liability
• Florida LLC: Complete protection of personal assets

This is the big one: Your house, car, savings, and other personal assets are at risk with a General Partnership. With an LLC, only business assets are at risk if the business gets sued or goes into debt.

Tax Treatment:

• General Partnership: Pass-through taxation
• Multi-Member LLC: Identical pass-through taxation

Tax result: Exactly the same tax treatment.

Professional Credibility:

• General Partnership: Outdated, confusing to banks and vendors
• LLC: Modern, widely understood and respected

Banking and Credit:

• General Partnership: Difficult to establish business credit
• LLC: Easy to separate business and personal credit

Why I Almost Never Recommend General Partnerships

After tracking hundreds of business formations, here are the real-world problems I see with General Partnerships:

The Horror Stories:

• Partner makes unauthorized purchase: All partners personally liable for debt
• Customer injury lawsuit: Partners’ personal assets at risk
• Partner embezzlement: Other partners still liable for business debts
• Banking problems: Can’t get business loans or credit lines
• Vendor issues: Suppliers won’t extend credit to partnerships

The $125 Question:

Is saving $125 in LLC filing fees worth risking your house, car, and life savings? I’ve never met an entrepreneur who thought so after understanding the risks.

When General Partnerships Actually Make Sense

In my 15 years of experience, General Partnerships work in these rare situations:

1. Very short-term ventures (under 6 months)
2. Low-risk service businesses with minimal liability exposure
3. Testing a business idea before formal formation
4. Family businesses where all partners have identical financial interests

Even then, I usually recommend forming an LLC instead. The protection is worth the minimal extra cost.

The Smart Alternative: Florida Multi-Member LLC

Instead of a General Partnership, consider a Florida Multi-Member LLC:

Formation Process:

1. Choose LLC name and check availability
2. File Articles of Organization with Florida Department of State ($125)
3. Create Operating Agreement (similar to Partnership Agreement)
4. Get EIN from IRS (free)
5. Handle licensing same as partnership
6. Open business bank account (easier than with partnership)

Key Advantages:

• Liability protection: Personal assets protected
• Same tax treatment: Pass-through taxation identical to partnerships
• Professional credibility: Banks and vendors understand LLCs
• Operational flexibility: Customize management structure
• Easy banking: Simpler to open accounts and get credit

Total Cost Difference:

• General Partnership: $50 (DBA) + newspaper publication (~$100) = $150
• Florida LLC: $125 filing fee

You’re literally saving $25 to give up liability protection. This is terrible risk management.

How to Convert a General Partnership to an LLC

Already have a General Partnership and want to upgrade? Here’s the process:

1. Form the new LLC following standard Florida LLC formation
2. Transfer partnership assets to the LLC
3. Update contracts and agreements to reflect LLC ownership
4. Close partnership tax accounts and open LLC accounts
5. Notify vendors, banks, and customers of the change

Tax considerations: Consult with a CPA about potential tax implications of the conversion.

Florida Business Structure Recommendations

Based on your situation, here’s what I typically recommend:

Single Owner:

• First choice: Florida Single-Member LLC
• Alternative: Sole Proprietorship (if very low risk)

Multiple Owners:

• First choice:Florida Multi-Member LLC
• Alternative: Florida Corporation (if seeking investment)
• Avoid: General Partnership (unless very specific circumstances)

High-Growth Ventures:

• Delaware LLC or Corporation (if seeking venture capital)
• Florida Corporation (if staying local but growing fast)

Frequently Asked Questions

Do I need to register my General Partnership with Florida?

No, General Partnerships exist automatically when partners agree to do business together. However, you may need to register a DBA if using a business name.

Can one partner make decisions for the partnership?

Unless your Partnership Agreement says otherwise, any partner can make decisions and legally bind the partnership. This is why unlimited liability is so dangerous.

What happens if a partner wants to leave?

Without a Partnership Agreement, the partnership may legally dissolve. With a proper agreement, you can establish buy-out procedures and continuation terms.

How do we handle partnership taxes?

The partnership files Form 1065 (informational only) and issues K-1s to partners. Partners report their share of profits/losses on personal tax returns.

Can we add partners later?

Yes, but all existing partners must agree. You’ll need to update your Partnership Agreement and possibly your DBA registration.

What if partners disagree on major decisions?

Without a Partnership Agreement specifying dispute resolution, disagreements can paralyze the business. This is why proper agreements are essential.

The Bottom Line on Florida General Partnerships

General Partnerships are simple to form but create enormous personal risk for minimal savings. In 2025, with Florida LLCs available for just $125, there’s rarely a good reason to choose a General Partnership over an LLC.

My advice after 1,200+ business formations: Spend the extra $125 and form an LLC. The liability protection alone is worth 100 times the additional cost, and you get the same tax benefits with better professional credibility.

If you’re absolutely determined to form a General Partnership, follow the steps in this guide and make sure you have a comprehensive Partnership Agreement. But seriously consider whether the minimal savings are worth the massive personal risk.

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Ready to form a Florida LLC instead? I’ve created a comprehensive Florida LLC formation guide with step-by-step instructions, cost breakdowns, and my tested service provider recommendations. Get the complete Florida LLC guide here.

Still have questions about Florida business structures? I personally respond to every entrepreneur navigating business formation decisions. Contact me directly – I’ll help you choose the structure that actually protects your interests.

Want professional LLC formation help? I’ve tested every major service and recommend Northwest Registered Agent for their excellent customer service and privacy protection features. They’ll handle your Florida LLC formation for a reasonable fee and include registered agent service.

Jake Lawson is an LLC formation strategist who has guided over 1,200 entrepreneurs through U.S. business formation across all 50 states. He founded llciyo.com to provide unbiased, experience-based guidance for business structure selection and formation.