The Florida Senate

620.178  Revocation of authority to transact business; reinstatement.--

(1)  The authority of a domestic or foreign limited partnership to transact business in this state may be revoked by the Department of State upon the conditions prescribed in this section if:

(a)  The partnership has failed to file its annual report within the time required by s. 620.177 or has failed to pay any fee prescribed by s. 620.182 when the fee has become due and payable;

(b)  The partnership has failed to file any amendment to its certificate of limited partnership or registration application required by this act;

(c)  A fraudulent misrepresentation or concealment has been made of any material matter in a certificate, application, affidavit, report, or other document submitted by the partnership pursuant to this act;

(d)  The partnership has failed for 30 days from the date of filing of a registered agent's resignation to appoint and maintain a registered agent in this state;

(e)  The partnership has failed for 30 days after changing its registered office or registered agent to file in the office of the Department of State a statement of such change; or

(f)  The partnership has failed or refuses to answer truthfully and fully, within the time prescribed by s. 620.1835, interrogatories propounded by the Department of State.

(2)  The authority of a domestic or foreign limited partnership to transact business in this state may not be revoked by the department unless:

(a)  The department has given the partnership at least 60 days' notice of the revocation by mail addressed to the partnership at the mailing address most recently filed with the department; and

(b)  The partnership fails up to the revocation date to file such annual report or amendment, pay such fee, or correct such misrepresentation.

(3)  Upon revoking the authority of a domestic or foreign limited partnership to transact business in this state, the department shall issue a certificate of revocation and mail a copy of the certificate to the partnership at the mailing address for the partnership most recently filed with the department. Upon the issuance of the certificate of revocation, the authority of the partnership to transact business in this state ceases.

(4)  A domestic or foreign limited partnership that transacts business in this state when its authority to do so has been revoked is liable to this state, for each year or part of a year during which its authority was revoked, in an amount equal to the amount of all fees that would have been imposed under this act upon such partnership had it duly filed all required annual reports and amendments to its certificate of limited partnership or registration application and paid all required fees. In addition to the payments thus prescribed, the department shall, prior to reinstatement of the partnership's authority to transact business in this state, collect from such partnership a fine in the amount of $500 for each such year or part of a year during which its authority was revoked.

(5)  Any domestic or foreign limited partnership whose certificate of limited partnership or registration has been revoked by the department under this section or prior law may have its certificate of limited partnership or registration reinstated at any time upon the approval of an annual report, serving as an application for reinstatement, signed by one general partner. The department shall approve and file such application and reinstate such certificate if it is established to the satisfaction of the department that there was no cause for the revocation, or that the reasons for the revocation have been corrected, and when all fees and penalties imposed pursuant to this act have been paid.

(6)  The department shall require the domestic or foreign limited partnership to amend its certificate of limited partnership or registration application before accepting its application for reinstatement if another person has lawfully assumed the name, or a name substantially similar to the name, of the limited partnership or the name under which the partnership is registered in this state. However, the name of a limited partnership whose certificate of limited partnership or registration has been revoked will not be available for the assumption or use of the name by another person until 1 year after the date of the issuance of the certificate of revocation.

(7)  The provisions of subsection (1) do not exclude actions or special proceedings by the Attorney General or any state agency or official for the annulment, dissolution, or cancellation of a certificate of limited partnership or of registration for any other cause as provided by law.

History.--s. 64, ch. 86-263; s. 11, ch. 90-162.