Most Florida business owners are familiar with the LLC. Far fewer understand the Limited Liability Partnership (LLP) - a distinct entity type that serves a specific purpose in Florida and is rarely the right choice for most businesses. Understanding the difference matters most if you are a licensed professional considering how to structure your practice.
This guide covers how LLCs and LLPs differ under Florida law, who can form each, how liability protection works in each structure, and why the LLP exists in the first place. Whether you are in Tampa Bay, St. Petersburg, or anywhere else in Florida, getting this distinction right protects both your practice and your personal assets.
LLC vs LLP: Quick Reference
| Feature | Florida LLC | Florida LLP | |
|---|---|---|---|
| Governing statute | Ch. 605, FL Statutes (FL Revised LLC Act) | Ch. 620, FL Statutes (Uniform Partnership Act) | |
| Who can form it | Any person or entity for any lawful purpose | Existing general partnerships; typically used by professionals | |
| Owners called | Members | Partners | |
| Liability for own negligence | Personal liability (not shielded by LLC) | Personal liability for own malpractice | |
| Liability for co-owner's negligence | Not liable (LLC shields) | Shielded from other partners malpractice | |
| Liability for business debts (contracts) | Generally shielded | Partners may be personally liable (varies by LLP type) | |
| Federal default tax | Disregarded entity (1-member) or partnership (multi-member) | Partnership (Form 1065, K-1s) | |
| Name requirement | Must include LLC or L.L.C. | Must include LLP, L.L.P., or Limited Liability Partnership | |
| Annual report | $138.75 | $138.75 (partnership annual report fee) | |
| Registration filing | Articles of Organization ($125) | Statement of Qualification ($25) | |
| Typical users | Most businesses, real estate, startups, solo practitioners | Law firms, accounting firms, some licensed professional practices |
What Is a Florida LLP?
A Limited Liability Partnership is an existing general partnership that has registered as an LLP with the Florida Division of Corporations under Chapter 620 of the Florida Statutes. The registration converts the partnership to limited liability status without changing its basic structure as a partnership.
The LLP was created primarily to serve licensed professional firms - law firms, accounting firms, and engineering practices - that historically organized as general partnerships but needed protection from the malpractice liability of their partners. Before LLPs existed, a partner in a law firm could be personally liable for a malpractice judgment against another partner they had never met.
The Critical Liability Difference
Both LLCs and LLPs provide some form of liability protection, but the scope is different - and the difference matters enormously for professional service providers.
LLC Liability Protection
An LLC protects its members from the LLC's contractual obligations and general business liabilities. If the LLC is sued for breach of contract, owes a vendor, or faces a general liability claim, members' personal assets are shielded.
However, an LLC does not protect a professional from liability for their own professional negligence or malpractice. An attorney in an LLC who commits malpractice is personally liable for that malpractice - the LLC structure does not eliminate personal professional liability.
LLP Liability Protection
An LLP provides similar protection: each partner is shielded from liability for the malpractice of other partners. If Partner A at a law firm commits malpractice, Partner B (who had no involvement) is not personally liable for Partner A's negligence. Under Florida Statute Section 620.9001, a partner in an LLP is not personally liable for any obligation of the LLP solely by reason of being a partner.
The important similarity: both structures leave each professional personally liable for their own malpractice. Neither an LLC nor an LLP shields a professional from the consequences of their own professional negligence. Professional liability insurance remains essential.
The LLP and the professional LLC (PLLC) both protect professionals from each other's malpractice. Neither one shields you from personal liability for your own professional errors. If you provide licensed professional services, professional liability (malpractice) insurance is non-negotiable regardless of your entity type.
Which Professions Use LLPs in Florida?
LLPs in Florida are most commonly used by licensed professional practices - particularly those where the partners themselves provide the professional service and the firm has existed as a general partnership that converted. Common LLP users include:
- Law firms (attorneys in a multi-partner practice)
- Accounting firms (CPAs in a multi-partner practice)
- Engineering and architecture firms
- Medical practices (though PLLCs are also common)
For new practices being formed in 2026, forming a PLLC (Professional Limited Liability Company) is often more straightforward than registering an LLP. The PLLC is a specific entity type under Chapter 605 designed for licensed professionals and provides comparable liability protection with the more modern LLC governance structure.
Management Structure Differences
An LLC can be member-managed (all members participate in management equally) or manager-managed (designated manager(s) run the company). This flexibility is defined in the operating agreement and can be customized extensively.
An LLP is managed under partnership governance rules in Chapter 620. By default, each partner has equal rights in the management and conduct of the partnership business. Partnership agreements can modify these defaults, but the statutory framework is less flexible than the LLC statute.
How to Form Each in Florida
Forming a Florida LLC
- File Articles of Organization with the FL Division of Corporations: $125
- Designate a registered agent with a Florida address
- Draft an operating agreement (not filed with the state but essential)
- Obtain an EIN from the IRS (free)
Forming a Florida LLP
- An existing general partnership must first exist (a general partnership forms by two or more persons carrying on business together)
- File a Statement of Qualification with the FL Division of Corporations: $25
- Designate a registered agent with a Florida address
- Execute a partnership agreement governing partner rights and obligations
If you are forming a new professional practice in Florida and are not converting an existing general partnership, a PLLC (Professional Limited Liability Company) under Chapter 605 is generally the simpler and more modern approach. It provides comparable liability protection with the governance advantages of the LLC statute.
Frequently Asked Questions
Need Help Choosing the Right Professional Practice Structure?
FL Patel Law advises Tampa Bay and Florida professionals on entity selection, PLLC and LLP formation, and professional practice structure. Flat-fee and hourly pricing available. Call (727) 279-5037 or schedule a consultation online.
Related Service
Business Formation
This article is part of our comprehensive resource on business formation in Florida. Learn more about how FL Patel Law can help you.
View Business FormationServices →