Are Partners Personally Liable for Florida Partnership Debts?

The statute builds in two exceptions. A person admitted as a partner into an existing partnership is not personally liable for partnership obligations incurred before admission. An obligation incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership.

Creditors generally must pursue the partnership first. A partnership may sue and be sued in its own name, and a judgment against the partnership is not by itself a judgment against a partner. A judgment creditor of a partner may perfect a judgment lien but generally may not levy on the partner's assets for a partnership obligation unless the partner is personally liable and another condition is met, such as an unsatisfied execution on a judgment against the partnership for the same claim, a partnership bankruptcy, the partner's agreement, court permission, or liability imposed on the partner independently of the partnership.

Limited liability partnership status requires approval and a filing. The partners must approve the terms by the vote needed to amend the partnership agreement or, if the agreement expressly addresses contribution obligations, by the vote needed to amend those provisions. The partnership then files a statement of qualification that names its agent for service of process and elects that status. Status takes effect when the statement is filed or on a later date it specifies.

Owner liability for limited liability companies is covered in LLC liability protection in Florida.