The Florida Senate

620.192  Registered agent; duties.--

(1)  This section applies to each domestic limited partnership and applies to each foreign limited partnership that owns real property located in this state, owns a mortgage on real property located in this state, or transacts business in this state.

(2)  Each domestic and each foreign limited partnership subject to this section shall have and continuously maintain in this state a registered office and registered agent, and shall file with the Department of State notice of the registered office and registered agent. The appointment of a registered agent in this state pursuant to the provisions of ss. 620.105 and 620.108 or s. 620.169 is sufficient to meet the requirement for a registered agent under this section, provided that the registered agent so appointed files, in such form and manner as prescribed by the Department of State, an acceptance of the obligations provided for in this section. A foreign limited partnership may meet the requirement for a registered office in this state by designating the street address of the registered agent as its registered office in the notice filed with the Department of State.

(3)  Each domestic and each foreign limited partnership subject to this section shall, pursuant to subpoena served upon the registered agent by the Department of Legal Affairs, produce, through its registered agent or through a designated representative within 30 days after service of the subpoena, testimony and records reflecting the following:

(a)  True copies of the partnership agreement or other documents evidencing such domestic or foreign limited partnership's legal existence;

(b)  The names and addresses of all general partners;

(c)  The names and addresses of all prior general partners for a period not to exceed 5 years preceding the date of issuance of the subpoena;

(d)  The names and addresses of all limited partners, the number of which names is limited to the names of the 100 limited partners that, in comparison to all other limited partners, own the largest number of shares or other units of ownership in the domestic or foreign limited partnership;

(e)  The names and addresses of all prior limited partners for the 12-month period preceding the date of issuance of the subpoena, the number of which names is limited to the names of the 100 limited partners that, in comparison to all other limited partners, owned the largest number of shares or other units of ownership in the domestic or foreign limited partnership.

(f)  The names and addresses of the person or persons who provided the records and information to the registered agent or designated representative of the domestic or foreign limited partnership.

(4)  The time limit for producing records and testimony may be extended for good cause shown by the domestic or foreign limited partnership.

(5)  A domestic or foreign limited partnership designating an attorney, accountant, or spouse as a registered agent or designated representative shall, with respect to this state or any agency or subdivision of this state, be deemed to have waived any privilege that might otherwise attach to communications with respect to the information required to be produced pursuant to subsection (3), which communications are among such domestic or foreign limited partnership, the registered agent or designated representative of such domestic or foreign limited partnership, and the partners of such domestic or foreign limited partnership. The duty to comply with the provisions of this section will not be excused by virtue of any privilege or provision of law of this state or any other state or country, which privilege or provision authorizes or directs that the testimony or records required to be produced under subsection (3) are privileged or confidential or otherwise may not be disclosed.

(6)(a)  If a domestic or foreign limited partnership fails to comply with the requirements of subsection (2), the Department of Legal Affairs may pursue, in addition to any other remedies and penalties provided by law, the same remedies and penalties against such domestic or foreign limited partnership as are authorized in s. 607.0505(1)(b) for failure of a corporation to comply with the requirements of s. 607.0505(1), and the state, through the Attorney General, may bid, at any judicial sale to enforce its judgment lien, any amount up to the amount of the judgment or lien obtained pursuant to this subsection.

(b)  If a domestic or foreign limited partnership fails to comply with the requirements of subsection (3), the Department of Legal Affairs may pursue, in addition to any other remedies and penalties provided by law, the same remedies and penalties against such domestic or foreign limited partnership as are authorized in s. 607.0505(5) for failure of a corporation to comply with the requirements of s. 607.0505(2), and the state, through the Attorney General, may bid, at any judicial sale to enforce its judgment lien, any amount up to the amount of the judgment or lien obtained pursuant to this subsection.

(c)  All moneys recovered under this subsection shall be treated as forfeitures under ss. 895.01-895.09 and used or distributed in accordance with the procedure set forth in s. 895.09.

(7)  Information provided to, and records and transcriptions of testimony obtained by, the Department of Legal Affairs pursuant to this section are confidential and exempt from the provisions of s. 119.07(1) while the investigation is active. For purposes of this section, an investigation shall be considered "active" while such investigation is being conducted with a reasonable, good faith belief that it may lead to the filing of an administrative, civil, or criminal proceeding. An investigation does not cease to be active so long as the department is proceeding with reasonable dispatch and there is a good faith belief that action may be initiated by the department or other administrative or law enforcement agency. Except for active criminal intelligence or criminal investigative information, as defined in s. 119.011, and information which, if disclosed, would reveal a trade secret, as defined in s. 688.002, or would jeopardize the safety of an individual, all information, records, and transcriptions become public record when the investigation is completed or ceases to be active. The department shall not disclose confidential information, records, or transcriptions of testimony except, pursuant to the authorization by the Attorney General, in any of the following circumstances:

(a)  To a law enforcement agency participating in or conducting a civil investigation under chapter 895 or participating in or conducting a criminal investigation.

(b)  In the course of filing, participating in, or conducting a judicial proceeding instituted pursuant to this section or chapter 895.

(c)  In the course of filing, participating in, or conducting a judicial proceeding to enforce an order or judgment entered pursuant to this section or chapter 895.

(d)  In the course of a criminal or civil proceeding.

A person or law enforcement agency which receives any information, record, or transcription of testimony that has been made confidential by this subsection shall maintain the confidentiality of such material and shall not disclose such information, record, or transcription of testimony except as provided for herein. Any person who willfully discloses any information, record, or transcription of testimony that has been made confidential by this subsection, except as provided for herein, is guilty of a misdemeanor of the first degree, punishable as provided in s. 775.082 or s. 775.083. If any information, record, or testimony obtained pursuant to subsection (3) is offered in evidence in any judicial proceeding, the court may, in its discretion, seal that portion of the record to further the policies of confidentiality set forth herein.

(8)  This section is supplemental and shall not be construed to preclude or limit the scope of evidence gathering or other permissible discovery pursuant to any other subpoena or discovery method authorized by law or rule of procedure.

(9)  It is unlawful for any person, with respect to any record or testimony produced pursuant to a subpoena issued by the Department of Legal Affairs under subsection (3), to knowingly and willfully falsify, conceal, or cover up a material fact by a trick, scheme, or device; make any false, fictitious, or fraudulent statement or representation; or make or use any false writing or document knowing the writing or document to contain any false, fictitious, or fraudulent statement or entry. A person who violates this provision is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

(10)  In the absence of a written agreement to the contrary, a registered agent is not liable for the failure to give notice of the receipt of a subpoena under subsection (3) to the domestic or foreign limited partnership which appointed such registered agent if such registered agent timely sends written notice of the receipt of such subpoena by first-class mail or domestic or international air mail, postage fees prepaid, to the last address that has been designated in writing to the registered agent by such appointing domestic or foreign limited partnership.

(11)  The designation of a registered agent and a registered office as required by subsection (2) for a foreign limited partnership which owns real property in this state or a mortgage on real property in this state is solely for the purposes of this act; and, notwithstanding s. 48.131 or any other relevant section of the Florida Statutes, such designation shall not be used in determining whether the foreign limited partnership is actually doing business in this state.

History.--s. 73, ch. 86-263; s. 2, ch. 88-264; s. 178, ch. 90-179; s. 72, ch. 91-220; s. 2, ch. 92-14; s. 362, ch. 96-406.