The Florida Senate

620.177  Annual report of domestic or foreign limited partnership; renewal of authority.--

(1)  To renew the certificate of authority for a limited partnership, each domestic or foreign limited partnership authorized to transact business in this state shall file with the Department of State, between January 1 and May 1 of each year, a sworn report on such forms as the department prescribes, which report must set forth:

(a)  If a domestic limited partnership, the name of the limited partnership or, if a foreign limited partnership, the name under which it is registered to transact business in this state.

(b)  The name of the state of formation.

(c)  The date of formation in this state or the date of original registration in this state.

(d)  If a domestic limited partnership, the address of the office, and the name and address of the agent for service of process, required to be maintained by s. 620.105; or, if a foreign limited partnership, the address of the office required to be maintained by s. 620.169 and the name and address of any agent for service of process appointed pursuant to s. 620.169.

(e)  The name and the business address of each general partner. Each general partner that is a legal or commercial entity and not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.

(f)  A mailing address for the partnership.

(g)  If a domestic limited partnership, the amount of the capital contributions of its limited partners or, if a foreign limited partnership, the amount of the capital contributions of its limited partners that is allocated for the purpose of transacting business in this state.

(h)  The federal employer identification number of the limited partnership, if any, or if none, whether one has been applied for.

(i)  Any additional information that is necessary or appropriate to enable the department to carry out the provisions of this act.

(2)  Each report must be executed by a general partner of the partnership or, if the partnership is in the hands of a receiver or trustee, must be executed on behalf of the partnership by the receiver or trustee, and the execution of such report shall have the same legal effect as if made under oath, without the necessity of appending the oath to the report.

(3)  Proof to the satisfaction of the department that the annual report was deposited, on or before May 1 of the report year, in the United States mail in a sealed envelope, properly addressed with postage prepaid, is considered proof of compliance with the time requirement.

(4)  The department shall examine each annual report when received; and, if it finds that the report conforms to the requirements of this section, it shall file the report as information and keep such report as a public record. If the department finds that the report does not so conform, the department shall promptly return the report to the partnership for correction, in which event, if such report is corrected to conform with the requirements of this section and returned to the department within 30 days from the date on which the report was mailed to the partnership by the department, the penalties provided in s. 620.178 will not apply.

(5)  The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic partnership was formed or a foreign partnership was authorized to conduct affairs. Subsequent annual reports must be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.

(6)  Information in the annual report must be current as of the date the annual report is executed on behalf of the partnership.

(7)  If an additional report is received, the department shall file the document and make the information contained in the report part of the official record.

(8)  Any partnership that fails to file an annual report which complies with the requirements of this section may not maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid and is subject to revocation of its certificate of authority to conduct its affairs as provided in this act.

(9)  The department shall prescribe the forms on which to make the annual reports called for in this section and may substitute the uniform business report, pursuant to s. 606.06, as a means of satisfying the requirement of this part.

History.--s. 63, ch. 86-263; s. 10, ch. 90-162; s. 83, ch. 93-281; s. 21, ch. 95-242; s. 10, ch. 99-218.