What are the filing requirements for a limited partnership?

• A. A certificate of limited partnership must be filed with the Secretary of State, and a certified copy recorded with the circuit court clerk in the county where the business is located.
• B. No filing is required.
• C. File only with the county clerk.
• D. File with the IRS.

Answer: (A)

Forming a limited partnership relies on public filings to create the entity and provide notice to third parties. The essential step is to file a certificate of limited partnership with the Florida Secretary of State. This state-level filing establishes the partnership as a legal entity and records its existence with the state.

In addition, a certified copy of that certificate is recorded with the circuit court clerk in the county where the business operates. This county-level recording puts the partnership’s existence into local public records, helping creditors, customers, and other local parties become aware of the partnership and its structure.

So, the correct approach is to complete both steps: file with the Secretary of State to form the entity, and have a certified copy recorded in the appropriate county clerk’s office to ensure local public notice. Filing only with the county clerk would miss the formal state-level formation, and filing with the IRS is about taxation, not creating or publicly recording the partnership.