The Florida Senate

620.101  Short title.

620.102  Definitions.

620.103  Name of limited partnership.

620.105  Recordkeeping office; agent for service of process.

620.1051  Change of registered office or registered agent; change of address.

620.106  Records to be kept.

620.107  Nature of business that may be carried on.

620.108  Formation; certificate of limited partnership.

620.109  Amendment to, or restated, certificate of limited partnership.

620.112  Supplemental affidavit of capital contributions.

620.113  Cancellation of certificate of limited partnership.

620.114  Execution of certificate or statement.

620.115  Execution of certificate pursuant to court order.

620.116  Filing with Department of State.

620.117  Liability for false statement in certificate.

620.118  Filing; scope of notice.

620.119  Delivery of certificates to limited partners.

620.122  Business transactions of partner with partnership.

620.123  Admission of additional general partners.

620.124  Events of withdrawal of general partner.

620.125  General rights, powers, restrictions, and liabilities of general partner.

620.126  Contributions by general partner.

620.127  Voting rights of general partners.

620.128  Admission of limited partners.

620.129  Liability of limited partner to third parties.

620.132  Liability of person erroneously believing herself or himself to be a limited partner.

620.133  Voting rights of limited partners.

620.134  Limited partner's right to inspect records and demand information.

620.135  Form of contribution.

620.136  Liability for contribution.

620.137  Sharing of profits and losses.

620.138  Sharing of distributions.

620.139  Interim distributions.

620.142  Withdrawal of general partner.

620.143  Withdrawal of limited partner.

620.144  Distribution upon withdrawal.

620.145  Distribution in kind.

620.146  Right to distribution.

620.147  Limitation on distribution.

620.148  Liability upon return of contribution.

620.149  Nature of partner's interest in the limited partnership.

620.152  Assignment of partnership interest.

620.153  Rights of judgment creditor of partner.

620.154  Right of assignee to become limited partner.

620.155  Power of estate of deceased or incompetent partner.

620.156  Property of limited partnership.

620.157  Nonjudicial dissolution.

620.158  Judicial dissolution.

620.159  Winding up affairs of limited partnership.

620.162  Distribution of assets.

620.163  Right of limited partner to bring derivative action.

620.164  Derivative action; proper plaintiff.

620.165  Derivative action; pleading.

620.166  Derivative action; expenses.

620.167  Laws governing foreign limited partnership.

620.168  Name under which foreign limited partnership may register.

620.169  Registration of foreign limited partnership.

620.172  Issuance of certificate of authority to transact business to foreign limited partnership.

620.173  Amendments to registration application.

620.174  Cancellation of registration of foreign limited partnership.

620.175  Action to restrain foreign limited partnership from transacting business.

620.176  Supplemental affidavit of capital contributions.

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

620.178  Revocation of authority to transact business; reinstatement.

620.179  Transaction of business without registration or after revocation of authority; effect.

620.182  Fees of the Department of State.

620.1835  Powers of Department of State; interrogatories.

620.184  Construction and application of act.

620.185  Effect of repeal of prior statutes.

620.186  Applicability of Uniform Partnership Act.

620.187  Limited liability limited partnership.

620.192  Registered agent; duties.

620.201  Merger of domestic limited partnership.

620.202  Action on plan of merger.

620.203  Articles of merger.

620.204  Effect of merger.

620.205  Rights of dissenting partners.

620.101  Short title.--Sections 620.101-620.186 may be cited as the "Florida Revised Uniform Limited Partnership Act (1986)."

History.--s. 1, ch. 86-263.

620.102  Definitions.--As used in this act, unless the context otherwise requires, the term:

(1)  "Certificate of limited partnership" means the certificate referred to in s. 620.108, or the certificate as amended or restated.

(2)  "Contribution" means any cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in her or his capacity as a partner.

(3)  "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in s. 620.124.

(4)  "Foreign limited partnership" means a partnership formed by two or more persons under the laws of any state other than this state or of any other country, and having as partners one or more general partners and one or more limited partners.

(5)  "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is named in the certificate of limited partnership as a general partner.

(6)  "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(7)  "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(8)  "Partner" means a limited or general partner.

(9)  "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10)  "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11)  "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.

(12)  "State" means a state, territory, or possession of the United States; the District of Columbia; or the Commonwealth of Puerto Rico.

History.--s. 2, ch. 86-263; s. 1, ch. 90-162; s. 116, ch. 97-102.

620.103  Name of limited partnership.--The name of each domestic limited partnership as set forth in its certificate of limited partnership and the name of each foreign limited partnership as set forth in its application for registration as a foreign limited partnership:

(1)  Must contain the word "Limited" or its abbreviation, "Ltd.";

(2)  May not contain the name of a limited partner unless:

(a)  That name is also the name of a general partner or the corporate name of a corporate general partner; or

(b)  The business of the limited partnership had been carried on under that name before the admission of that limited partner; and

(3)  Must be distinguishable from the names of all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organized, registered, or reserved under the laws of this state, the names of which are on file with the Division of Corporations of the Department of State.

History.--s. 3, ch. 86-263; s. 2, ch. 90-162; s. 79, ch. 93-281.

620.105  Recordkeeping office; agent for service of process.--Each limited partnership shall continuously maintain in this state:

(1)  An office, which may but need not be a place of its business in this state, at which must be kept the records required by s. 620.106 to be maintained; and

(2)  An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state.

History.--s. 5, ch. 86-263.

620.1051  Change of registered office or registered agent; change of address.--

(1)  A limited partnership may change its registered office or its registered agent upon filing with the Department of State a statement setting forth:

(a)  The name of the limited partnership;

(b)  The street address of the present registered office;

(c)  If the street address of the registered office is to be changed, the new street address of the registered office;

(d)  The name of its present registered agent;

(e)  If the registered agent is to be changed, the name of the new registered agent; and

(f)  That such change was authorized by the general partner or general partners.

(2)  Any registered agent may resign her or his agency appointment by signing and delivering for filing with the Department of State a statement of resignation and mailing a copy of such statement to the limited partnership at its principal office address shown in its most recent annual report or, if none, at the principal office address filed in its certificate of limited partnership or other most recently filed document. The agency is terminated and the registered office discontinued, if so provided, on the thirty-first day after the date on which the statement was filed.

(3)  A registered agent may change her or his business address, and the address of the registered office of any limited partnership for which she or he is the registered agent by:

(a)  Notifying the limited partnership in writing of the change;

(b)  Signing, either manually or in facsimile, and delivering to the Department of State for filing a statement that complies with subsection (1); and

(c)  Reciting that the limited partnership has been notified of the change.

(4)  Changes of the registered office or registered agent may be made by a change on the limited partnership's annual report form filed with the Department of State.

History.--s. 4, ch. 90-162; s. 117, ch. 97-102.

620.106  Records to be kept.--

(1)  Each limited partnership shall keep at the office referred to in s. 620.105(1) the following records:

(a)  A current list of the full names and last-known business addresses of all partners, separately identifying in alphabetical order the general partners and the limited partners;

(b)  A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate was executed;

(c)  Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(d)  Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

(e)  Unless contained in a written partnership agreement, a writing setting out:

1.  The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

2.  The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

3.  Any right of a partner to receive distributions, or of a general partner to make distributions to a partner, that include a return of all or any part of the partner's contribution; and

4.  Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(2)  Records kept under this section are subject to inspection and copying during ordinary business hours at the reasonable request, and at the expense, of any partner.

History.--s. 6, ch. 86-263.

620.107  Nature of business that may be carried on.--A limited partnership may carry on any business that a partnership without limited partners may carry on.

History.--s. 7, ch. 86-263.

620.108  Formation; certificate of limited partnership.--

(1)  In order to form a limited partnership, a certificate of limited partnership must be executed and filed with the Department of State. The certificate must set forth:

(a)  The name of the limited partnership.

(b)  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.

(c)  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.

(d)  A mailing address for the limited partnership.

(e)  The latest date upon which the limited partnership is to dissolve.

(f)  Any other matters the general partners determine to include therein.

An affidavit declaring the amount of the capital contributions of the limited partners and the amount anticipated to be contributed by the limited partners must accompany the certificate of limited partnership.

(2)  A limited partnership is formed at the time of the filing of the certificate of limited partnership with the department or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

History.--s. 8, ch. 86-263; s. 80, ch. 93-281; s. 16, ch. 95-242.

620.109  Amendment to, or restated, certificate of limited partnership.--

(1)  A certificate of limited partnership is amended by filing a certificate of amendment thereto with the Department of State. The certificate of amendment must set forth:

(a)  The name of the limited partnership;

(b)  The date of filing the certificate of limited partnership; and

(c)  The amendment to the certificate of limited partnership.

(2)(a)  Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership, indicating the occurrence of the event or events, must be filed:

1.  The admission of a new 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.

2.  The withdrawal of a general partner.

3.  The continuation of the business under s. 620.157 after an event of withdrawal of a general partner.

4.  A change in name of the limited partnership.

(b)  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described in the certificate have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(c)  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(3)  If an amendment to a certificate of limited partnership is filed in compliance with subsection (2), no person is subject to liability because the amendment was not filed earlier.

(4)  Unless otherwise provided in this act or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the department.

(5)  A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the department one or more certificates or other instruments pursuant to any of the subsections referred to in this section, and it may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(6)  If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the subsections in this section, it shall be specifically designated in its heading as a "Restated Certificate of Limited Partnership," together with such other words as the partnership may deem appropriate, and shall be executed by a general partner and filed as provided by this act with the department. If the restated certificate restates and integrates and also further amends in any respect this certificate of limited partnership, as theretofore amended or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership," together with such other words as the partnership may deem appropriate, and shall be executed by at least one general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner and filed as provided by this act with the department.

(7)  A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original certificate of limited partnership with the department and the future effective date or time, which shall be a date or time certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(8)  Upon the filing of the restated certificate of limited partnership with the department, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(9)  Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provisions of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

History.--s. 9, ch. 86-263; s. 14, ch. 90-162; s. 81, ch. 93-281; s. 17, ch. 95-242.

620.112  Supplemental affidavit of capital contributions.--A supplemental affidavit declaring the amount of the capital contributions of the limited partners must be filed with the Department of State within 30 days of any time when the actual contributions of the limited partners exceed the anticipated amount of capital contributions filed pursuant to s. 620.108.

History.--s. 10, ch. 86-263.

620.113  Cancellation of certificate of limited partnership.--A certificate of limited partnership must be canceled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed with the Department of State and set forth:

(1)  The name of the limited partnership;

(2)  The date of filing of the certificate of limited partnership;

(3)  The reason for filing the certificate of cancellation;

(4)  The future effective date, which must be a date certain, of cancellation if cancellation is not to be effective upon the filing of the certificate of cancellation; and

(5)  Any other information the general partners filing the certificate of cancellation determine to include therein.

History.--s. 11, ch. 86-263.

620.114  Execution of certificate or statement.--

(1)  A certificate or statement required by s. 620.1051, s. 620.108, s. 620.109, s. 620.112, or s. 620.113 to be filed with the Department of State must be executed in the following manner:

(a)  If it is an original certificate of limited partnership, an affidavit, or supplemental affidavit, it must be signed by all general partners;

(b)  If it is a certificate of amendment or a statement of change of registered agent or registered office, it must be signed by at least one general partner and by each other general partner designated in the certificate or statement as a new general partner, and by the new registered agent if applicable; and

(c)  If it is a certificate of cancellation, it must be signed by all general partners.

(2)  Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

(3)  The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

History.--s. 12, ch. 86-263; s. 5, ch. 90-162.

620.115  Execution of certificate pursuant to court order.--If a person required by s. 620.114 to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, the court shall order the Department of State to record an appropriate certificate.

History.--s. 13, ch. 86-263; s. 13, ch. 90-162.

620.116  Filing with Department of State.--

(1)  One signed copy of the certificate of limited partnership, any certificate of amendment or cancellation or any court order of amendment or cancellation, and any restated certificate must be delivered to the Department of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing.

(2)  Unless the department finds that a certificate does not conform to law, upon receipt of all filing fees required by law, the department shall endorse on the copy the word "Filed" and the day, month, and year of the filing thereof.

(3)  Upon the filing of a certificate of amendment or court order of amendment with the department, the certificate of limited partnership is amended as set forth in the certificate of amendment or court-ordered certificate of amendment; and, upon the effective date of a certificate of cancellation or a court order of cancellation, the certificate of limited partnership is canceled.

History.--s. 14, ch. 86-263; s. 6, ch. 90-162; s. 118, ch. 97-102.

620.117  Liability for false statement in certificate.--If a certificate of limited partnership or certificate of amendment or cancellation contains a false statement, a person who suffers loss by reasonable reliance on that statement may recover damages for the loss from:

(1)  Any person who executed the certificate or caused another to execute it on his or her behalf and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

(2)  Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate or to file a petition for its cancellation or amendment under s. 620.115.

History.--s. 15, ch. 86-263; s. 119, ch. 97-102.

620.118  Filing; scope of notice.--The fact that a certificate of limited partnership is on file with the Department of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but is not notice of any other fact.

History.--s. 16, ch. 86-263.

620.119  Delivery of certificates to limited partners.--Upon the return by the Department of State pursuant to s. 620.116 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner if the partnership agreement so requires.

History.--s. 17, ch. 86-263.

620.122  Business transactions of partner with partnership.--Except as provided in the partnership agreement, a partner may lend money to, and transact other business with, the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

History.--s. 18, ch. 86-263.

620.123  Admission of additional general partners.--After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners. 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.

History.--s. 19, ch. 86-263; s. 82, ch. 93-281; s. 18, ch. 95-242.

620.124  Events of withdrawal of general partner.--Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1)  When the general partner withdraws from the limited partnership as provided in s. 620.142.

(2)  When the general partner ceases to be a member of the limited partnership as provided in s. 620.152.

(3)  When the general partner is removed as a general partner in accordance with the partnership agreement.

(4)  Unless otherwise provided in writing in the partnership agreement, when the general partner:

(a)  Makes an assignment for the benefit of creditors;

(b)  Files a voluntary petition in bankruptcy;

(c)  Is adjudged a bankrupt or insolvent or has entered against her or him an order for any relief in any bankruptcy or insolvency proceeding;

(d)  Files a petition or answer seeking for herself or himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(e)  Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against her or him in any proceeding of this nature; or

(f)  Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of her or his properties.

(5)  Unless otherwise provided in writing in the partnership agreement:

(a)  When, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed;

(b)  When, 90 days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment has not been vacated or stayed; or

(c)  When, 90 days after the expiration of any such stay, the appointment has not been vacated.

(6)  In the case of a general partner who is a natural person, her or his death or the entry of an order by a court of competent jurisdiction adjudicating her or him incompetent to manage her or his person or property.

(7)  In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, upon the termination of the trust, but not merely the substitution of a new trustee.

(8)  In the case of a general partner that is a separate partnership, upon the dissolution and the commencement of winding up of the separate partnership.

(9)  In the case of a general partner that is a corporation, upon the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter.

(10)  In the case of a general partner that is an estate, upon the distribution by the fiduciary of the entire interest of the estate in the partnership.

History.--s. 20, ch. 86-263; s. 120, ch. 97-102.

620.125  General rights, powers, restrictions, and liabilities of general partner.--

(1)  Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(2)  Except as provided in this act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

History.--s. 21, ch. 86-263.

620.126  Contributions by general partner.--A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of her or his participation in the partnership as a limited partner.

History.--s. 22, ch. 86-263; s. 121, ch. 97-102.

620.127  Voting rights of general partners.--

(1)  A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may, in the manner provided in the partnership agreement, make provision for the future creation of additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of general partners.

(2)  The partnership agreement may grant to all or certain identified general partners or a specified class or group of the general partners the right to vote on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on any matter.

(3)  A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

History.--s. 23, ch. 86-263.

620.128  Admission of limited partners.--

(1)  A person becomes a limited partner on the later of:

(a)  The date the original certificate of limited partnership is filed; or

(b)  The date stated in the records of the limited partnership as the date that person will become a limited partner.

(2)  After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

(a)  In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(b)  In the case of an assignee of a partnership interest of a partner who has the power, as provided in s. 620.154, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

History.--s. 24, ch. 86-263.

620.129  Liability of limited partner to third parties.--

(1)  Except as provided in subsection (4), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(2)  A limited partner does not participate in the control of the business within the meaning of subsection (1) solely by doing one or more of the following things:

(a)  Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation.

(b)  Consulting with or advising a general partner with respect to any matter, including the business of the limited partnership.

(c)  Acting as surety, guarantor, or endorser for the limited partnership; guaranteeing or assuming one or more specific obligations of the limited partnership; or providing collateral for the limited partnership.

(d)  Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.

(e)  Requesting, attending, or participating in a meeting of partners.

(f)  Serving on a committee of the limited partnership or the limited partners.

(g)  Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

1.  The dissolution and the winding up of the limited partnership.

2.  The sale, exchange, lease, mortgage, assignment, pledge, or other transfer of, or granting of a security interest in, any or all or substantially all of the assets of the limited partnership.

3.  The incurrence, renewal, refinancing, payment, or other discharge of indebtedness by the limited partnership other than in the ordinary course of its business.

4.  A change in the nature of the business.

5.  The admission, removal, or retention of a general partner.

6.  The admission, removal, or retention of a limited partner.

7.  A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.

8.  An amendment to the partnership agreement or certificate of limited partnership.

9.  A matter related to the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing is subject to the approval or disapproval of limited partners.

(h)  Winding up the limited partnership pursuant to s. 620.157.

(i)  Exercising any right or power permitted to limited partners under this act and not specifically enumerated in this subsection.

(3)  The enumeration in subsection (2) does not mean that the possession or exercise by a limited partner of any power other than a power enumerated in that subsection constitutes participation by him or her in the business of the limited partnership.

(4)  A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under a circumstance permitted by s. 620.103(2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

History.--s. 25, ch. 86-263; s. 122, ch. 97-102.

620.132  Liability of person erroneously believing herself or himself to be a limited partner.--

(1)  Except as provided in subsection (2), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that she or he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner if, within a reasonable time after ascertaining the mistake, the person:

(a)  Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(b)  Withdraws from future equity participation in the enterprise by executing and filing with the Department of State a certificate declaring withdrawal under this section.

(2)  A person who makes a contribution of the kind described in subsection (1) is liable as a general partner to any third party who transacts business with the enterprise before the person withdraws and an appropriate certificate is filed to show withdrawal or before an appropriate certificate is filed to show that the person is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

History.--s. 26, ch. 86-263; s. 123, ch. 97-102.

620.133  Voting rights of limited partners.--

(1)  A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partners having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of limited partners.

(2)  Subject to s. 620.129, the partnership agreement may grant to all or certain identified limited partners the right to vote on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on any matter.

(3)  A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

History.--s. 27, ch. 86-263.

620.134  Limited partner's right to inspect records and demand information.--Each limited partner has the right to:

(1)  Inspect and copy any of the partnership records required to be maintained by s. 620.106; and

(2)  Obtain from the general partners from time to time, upon reasonable demand, and subject to such reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners and for any purpose reasonably related to the limited partner's interest as a limited partner:

(a)  True and full information regarding the state of the business and financial condition of the limited partnership;

(b)  Promptly after becoming available, copies of the limited partnership's federal, state, and local income tax returns for each year; and

(c)  Such other information regarding the affairs of the limited partnership as is just and reasonable.

History.--s. 28, ch. 86-263.

620.135  Form of contribution.--The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

History.--s. 29, ch. 86-263.

620.136  Liability for contribution.--

(1)  A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner.

(2)  Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of his or her death or disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated, at the option of the limited partnership, to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to s. 620.106, of the stated contribution that has not been made.

(3)  Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation, after the partner has signed a writing that indicates the obligation and before the amendment or cancellation of the writing to indicate the compromise, may enforce the original obligation.

(4)  A partnership agreement may provide that the interest of any partner who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the defaulting partner's proportionate interest in the limited partnership, subordinating his or her partnership interests to that of nondefaulting partners, a forced sale of his or her partnership interest, the forfeiture of his or her partnership interest, the lending by other partners of the amount necessary to meet his or her commitment, a fixing of the value of his or her partnership interest by appraisal or by formula and redemption or sale of his or her partnership interest at such value, or other penalty or consequence.

History.--s. 30, ch. 86-263; s. 124, ch. 97-102.

620.137  Sharing of profits and losses.--The profits and losses of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses must be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to s. 620.106, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History.--s. 31, ch. 86-263.

620.138  Sharing of distributions.--Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions must be made on the basis of the value, as stated in the partnership records required to be kept pursuant to s. 620.106, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History.--s. 32, ch. 86-263.

620.139  Interim distributions.--Except as provided in s. 620.147, a partner is entitled to receive distributions from a limited partnership before her or his withdrawal from the limited partnership and before the dissolution and the winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.

History.--s. 33, ch. 86-263; s. 125, ch. 97-102.

620.142  Withdrawal of general partner.--A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her.

History.--s. 34, ch. 86-263; s. 126, ch. 97-102.

620.143  Withdrawal of limited partner.--

(1)  A limited partner may withdraw from a limited partnership only at the time or upon the occurrence of an event specified in the partnership agreement or certificate of limited partnership.

(2)  This section applies to all limited partnerships formed on or after January 1, 1996. This section also applies to a limited partnership formed before January 1, 1996, unless on December 31, 1995, its agreement did not specify in writing the time or the events upon the happening of which a limited partner could withdraw or a definite time for the dissolution and the winding up of the limited partnership. If the agreement of a partnership formed before January 1, 1996, did not on December 31, 1995, specify in writing the time or the events upon the happening of which a limited partner could withdraw or a definite time for the dissolution and the winding up of the limited partnership, the provisions of this section which were in effect prior to January 1, 1996, shall apply. However, if on or after January 1, 1996, its agreement is amended in writing to specify a time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, this section as effective January 1, 1996, shall apply.

History.--s. 35, ch. 86-263; s. 19, ch. 95-242.

620.144  Distribution upon withdrawal.--Except as provided in s. 620.147, upon withdrawal, a withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement; and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.

History.--s. 36, ch. 86-263; s. 127, ch. 97-102.

620.145  Distribution in kind.--Except as provided in writing in the partnership agreement:

(1)  A partner, regardless of the nature of her or his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash.

(2)  A partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which she or he shares in distributions from the limited partnership.

History.--s. 37, ch. 86-263; s. 128, ch. 97-102.

620.146  Right to distribution.--At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

History.--s. 38, ch. 86-263; s. 129, ch. 97-102.

620.147  Limitation on distribution.--A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

History.--s. 39, ch. 86-263.

620.148  Liability upon return of contribution.--

(1)(a)  If a partner receives the return of any part of his or her contribution without violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b)  If a partner receives the return of any part of his or her contribution in violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.

(2)  A partner receives a return of his or her contribution to the extent that a distribution to the partner reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to s. 620.106, of the partner's contribution which has not been distributed to him or her.

History.--s. 40, ch. 86-263; s. 130, ch. 97-102.

620.149  Nature of partner's interest in the limited partnership.--A partnership interest is personal property.

History.--s. 41, ch. 86-263.

620.152  Assignment of partnership interest.--

(1)  Unless otherwise provided in the partnership agreement:

(a)  A partnership interest is assignable in whole or in part;

(b)  An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;

(c)  An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(d)  A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his or her partnership interests.

(2)  The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.

History.--s. 42, ch. 86-263; s. 131, ch. 97-102.

620.153  Rights of judgment creditor of partner.--On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest.

History.--s. 43, ch. 86-263; s. 132, ch. 97-102.

620.154  Right of assignee to become limited partner.--

(1)  An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(a)  The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(b)  All other partners consent.

(2)  An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of her or his assignor to make and return contributions as provided in ss. 620.136 and 620.148. However, the assignee is not obligated for liabilities which are unknown to the assignee at the time she or he became a limited partner and which could not be ascertained from the partnership agreement.

(3)  If an assignee of a partnership interest becomes a limited partner, the assignor is not released from her or his liability to the limited partnership under ss. 620.117 and 620.136.

History.--s. 44, ch. 86-263; s. 133, ch. 97-102.

620.155  Power of estate of deceased or incompetent partner.--If a partner who is an individual dies or a court of competent jurisdiction adjudges a partner who is an individual to be incompetent to manage his or her person or property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling the partner's estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

History.--s. 45, ch. 86-263; s. 134, ch. 97-102.

620.156  Property of limited partnership.--

(1)  All property originally brought into a limited partnership or subsequently acquired by a limited partnership by purchase or otherwise is partnership property.

(2)  Unless otherwise provided in the certificate of limited partnership or by agreement of all general and limited partners of the limited partnership, property acquired with limited partnership funds is partnership property.

History.--s. 46, ch. 86-263.

620.157  Nonjudicial dissolution.--A limited partnership is dissolved, and its affairs must be wound up, upon the happening of the first to occur of the following events:

(1)  At the time specified in the certificate of limited partnership.

(2)  The happening of an event specified in writing in the partnership agreement.

(3)  When all partners have given their written consent.

(4)  The happening of an event of withdrawal of a general partner, unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so; but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.

(5)  Entry of a decree of judicial dissolution under s. 620.158.

History.--s. 47, ch. 86-263.

620.158  Judicial dissolution.--On application by or for a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

History.--s. 48, ch. 86-263.

620.159  Winding up affairs of limited partnership.--

(1)  Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership, or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner or her or his legal representative or assignee, and in connection therewith may appoint a liquidating trustee.

(2)  Upon dissolution of a limited partnership and until the filing of a certificate of cancellation, persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.

History.--s. 49, ch. 86-263; s. 135, ch. 97-102.

620.162  Distribution of assets.--Upon the winding up of a limited partnership, the assets must be distributed as follows:

(1)  To creditors, including partners who are creditors, to the extent permitted by law in satisfaction of liabilities of the limited partnership, whether by payment or by establishment of reserves, other than liabilities for distributions to partners under s. 620.139 or s. 620.144;

(2)  Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under s. 620.139 or s. 620.144; and

(3)  Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

History.--s. 50, ch. 86-263.

620.163  Right of limited partner to bring derivative action.--A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

History.--s. 51, ch. 86-263.

620.164  Derivative action; proper plaintiff.--In a derivative action:

(1)  The plaintiff must be a partner at the time of bringing the action and at the time of the transaction of which she or he complains; or

(2)  The plaintiff must be a partner at the time of bringing the action and the plaintiff's status as a partner must have devolved upon her or him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

History.--s. 52, ch. 86-263; s. 136, ch. 97-102.

620.165  Derivative action; pleading.--In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

History.--s. 53, ch. 86-263.

620.166  Derivative action; expenses.--If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of any such action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the limited partnership the remainder thereof and, if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the limited partnership.

History.--s. 54, ch. 86-263.

620.167  Laws governing foreign limited partnership.--Subject to the constitution of this state, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

History.--s. 55, ch. 86-263.

620.168  Name under which foreign limited partnership may register.--A foreign limited partnership may register with the Department of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes the word "Limited" or its abbreviation "Ltd." and that could be registered by a domestic limited partnership when the name under which the foreign limited partnership is registered in its state of organization is unavailable.

History.--s. 56, ch. 86-263; s. 7, ch. 90-162.

620.169  Registration of foreign limited partnership.--Before transacting business in this state, a foreign limited partnership must register with the Department of State. In order to register, a foreign limited partnership must submit to the department, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1)  The name of the foreign limited partnership or the name adopted for transacting business in this state.

(2)  The state, and date, of its formation.

(3)  The name and address of any agent for service of process on the foreign limited partnership that the foreign limited partnership elects to appoint; but the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this state.

(4)  A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under subsection (3) or, if an agent has been appointed, if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.

(5)  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership.

(6)  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.

(7)  The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.

(8)  A mailing address for the foreign limited partnership.

An affidavit declaring the amount of the capital contributions of the limited partners and the anticipated amount of the capital contributions of the limited partners that are allocated for the purpose of transacting business in this state must accompany the application for registration.

History.--s. 57, ch. 86-263; s. 8, ch. 90-162; s. 20, ch. 95-242.

620.172  Issuance of certificate of authority to transact business to foreign limited partnership.--

(1)  If the Department of State finds that an application for registration conforms to law and all requisite fees have been paid, it shall:

(a)  Endorse on the application the word "Filed" and the day, month, and year of the filing thereof, which endorsement shall be conclusive of the date and time of its filing in the absence of actual fraud; and

(b)  File in its office the original of the application.

(2)  The department may return a copy of the application similarly endorsed, to the person who filed the application or his or her representative. The application so endorsed constitutes proof of a certificate of authority to transact business.

History.--s. 58, ch. 86-263; s. 9, ch. 90-162; s. 137, ch. 97-102.

620.173  Amendments to registration application.--If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described in the application have changed, making the application false in any respect, the foreign limited partnership shall promptly file with the Department of State a certificate, signed and acknowledged or sworn to by a general partner, correcting such statement.

History.--s. 59, ch. 86-263.

620.174  Cancellation of registration of foreign limited partnership.--

(1)  A foreign limited partnership may cancel its registration by filing with the Department of State a certificate of cancellation signed and acknowledged or sworn to by a general partner.

(2)  A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state.

History.--s. 60, ch. 86-263.

620.175  Action to restrain foreign limited partnership from transacting business.--The Attorney General may bring an action to enjoin a foreign limited partnership from transacting business in this state in violation of s. 620.169.

History.--s. 61, ch. 86-263.

620.176  Supplemental affidavit of capital contributions.--A foreign limited partnership must file a supplemental affidavit declaring the amount of the capital contributions of the limited partners that is allocated for the purpose of transacting business in this state with the Department of State within 30 days of any time when the actual amount of capital contributions allocated for the purpose of transacting business in this state exceeds the anticipated amount of capital contributions allocated for the purpose of transacting business in this state filed pursuant to s. 620.169.

History.--s. 62, ch. 86-263.

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.

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.

620.179  Transaction of business without registration or after revocation of authority; effect.--

(1)  A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(2)  A domestic or foreign limited partnership transacting business in this state after its authority to do so has been revoked under s. 620.178 may not maintain any action, suit, or proceeding in any court of this state until the partnership obtains authority to transact business in this state by reinstatement of its certificate of limited partnership or registration as provided in s. 620.178; and an action, suit, or proceeding may not be maintained in any court of this state by any successor or assignee of the partnership on any right, claim, or demand arising out of the transaction of business by such partnership after revocation of its certificate of limited partnership or registration until the partnership, or any person that has acquired all or substantially all of its assets, has had the certificate of limited partnership or registration of the partnership reinstated pursuant to s. 620.178.

(3)  The failure of a foreign limited partnership to register in this state, or the failure of a domestic or foreign limited partnership to continue in effect its authority to transact business in this state, does not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the partnership or prevent the partnership from defending any action, suit, or proceeding in any court of this state.

(4)  A foreign limited partnership by transacting business in this state without registration appoints the Secretary of State as its agent for service of process with respect to claims for relief arising out of the transaction of business in this state.

(5)  A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the partnership's having transacted business in this state without registration.

History.--s. 65, ch. 86-263; s. 13, ch. 90-162.

620.182  Fees of the Department of State.--The fees of the Department of State under this act are as follows:

(1)  For furnishing a certified copy, $52.50 for the first 15 pages plus $1 for each additional page.

(2)  For filing an original certificate of limited partnership, an amount based upon the anticipated amount of capital contributions of the limited partners, calculated at the rate of $7 per $1,000 of such contributions; but the amount of such filing fee may not be less than $52.50 or more than $1,750.

(3)  For filing an original application for registration as a foreign limited partnership, an amount based upon the anticipated amount of capital contributions of the limited partners that is allocated for the purpose of transacting business in this state, calculated at the rate of $7 per $1,000 of such contributions; but the amount of such filing fee may not be less than $52.50 or more than $1,750.

(4)  For filing a supplemental affidavit declaring the amount of capital contributions of the limited partners when there is an increase in capital contribution beyond the anticipated amount, an amount based upon the additional amount of capital contributions of the limited partners, calculated at the rate of $7 per $1,000 of such contributions; but the amount of such filing fee may not be less than $52.50 or more than $1,750.

(5)  For filing an annual report, if a domestic limited partnership, an amount based upon the amount of the capital contributions of the limited partners, calculated at the rate of $7 per $1,000 of such contributions, or, if a foreign limited partnership, an amount based upon the amount of capital contributions of the limited partners that is allocated for the purpose of transacting business in this state, calculated at the rate of $7 per $1,000 of such contributions; but the amount of such filing fee may not be less than $52.50 or more than $437.50.

(6)  For filing a certificate:

(a)  Designating a registered agent, $35;

(b)  Changing a registered agent, $35; or

(c)  Resigning as a registered agent, $87.50.

(7)  For filing a certificate of cancellation of limited partnership or of registration, $52.50.

(8)  For filing any other domestic or foreign limited partnership document, $52.50.

(9)  For furnishing a certificate of fact, $8.75.

(10)  A supplemental corporate fee imposed pursuant to s. 607.193.

History.--s. 66, ch. 86-263; s. 9, ch. 89-359; s. 72, ch. 90-132; s. 29, ch. 92-319; s. 15, ch. 98-101.

620.1835  Powers of Department of State; interrogatories.--

(1)  The Department of State may propound to any limited partnership, and to any general partner thereof, such interrogatories as may be reasonable, necessary, and proper to enable it to ascertain whether the limited partnership has complied with all applicable provisions of this act. Such interrogatories must be answered within 30 days after mailing or within such additional time as fixed by the department. Answers to interrogatories must be full and complete, in writing, and under oath. Interrogatories directed to an individual must be answered by the individual, and interrogatories directed to a limited partnership must be answered by a general partner.

(2)  The Department of State is not required to file any document to which such interrogatories relate until the interrogatories are answered and is not required to file any document to which such interrogatories relate if the answers thereto disclose that such document is not in conformity with the provisions of this chapter.

(3)  The Department of State shall certify all interrogatories and answers which disclose a violation of this act to the Department of Legal Affairs for appropriate action.

(4)  The Department of State shall have the power and authority reasonably necessary to enable it to administer this act efficiently, to perform the duties herein imposed upon it, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this act conferring duties upon it.

History.--s. 12, ch. 90-162; s. 138, ch. 97-102; s. 199, ch. 98-200.

620.184  Construction and application of act.--

(1)  This act shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.

(2)(a)  Sections 620.135, 620.136, and 620.148 apply only to contributions and distributions made after January 1, 1987.

(b)  Section 620.154 applies only to assignments made after January 1, 1987.

(c)  Unless otherwise agreed by the partners, the applicable provisions of existing law governing allocation of profits and losses, rather than the provisions of s. 620.137; distributions to a withdrawing partner, rather than the provisions of s. 620.144; and distribution of assets upon the winding up of a limited partnership, rather than the provisions of s. 620.162, govern limited partnerships formed before January 1, 1987.

(3)  With respect to a limited partnership formed prior to January 1, 1987:

(a)  Except as provided in paragraph (b), such limited partnership need not file with the Department of State a certificate of amendment which would cause its certificate of limited partnership to comply with this act until the occurrence of an event which, under this act, requires the filing of a certificate of amendment.

(b)  Such limited partnership need not file an affidavit pursuant to s. 620.108, s. 620.112, s. 620.169, or s. 620.176 until there is a change in capital contribution which would require a certificate of amendment to be filed under prior law.

History.--s. 68, ch. 86-263.

620.185  Effect of repeal of prior statutes.--The repeal of any statutory provision by chapter 86-263, Laws of Florida, does not impair or otherwise affect the organization or the continued existence of a limited partnership existing on January 1, 1987, nor does the repeal of any existing statutory provision by chapter 86-263, Laws of Florida, impair any contract or affect any right accrued before January 1, 1987.

History.--s. 69, ch. 86-263.

620.186  Applicability of Uniform Partnership Act.--In any case not provided for in this act, the provisions of the Uniform Partnership Act or the Revised Uniform Partnership Act of 1995, as applicable, and the rules of law and equity shall govern.

History.--s. 70, ch. 86-263; s. 22, ch. 95-242.

620.187  Limited liability limited partnership.--

(1)  A limited partnership may become a limited liability limited partnership by:

(a)  Obtaining the approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement; however, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote required is the vote necessary to amend those provisions;

(b)  Filing a statement of qualification under s. 620.9001(3) of the Revised Uniform Partnership Act of 1995; and

(c)  Complying with the name requirements of s. 620.9002 of the Revised Uniform Partnership Act of 1995.

(2)  A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under s. 620.9001(3) of the Revised Uniform Partnership Act of 1995.

(3)  Sections 620.8306(3) and 620.8307(2) of the Revised Uniform Partnership Act of 1995 apply to both general and limited partners of a limited liability limited partnership.

History.--s. 31, ch. 99-285.

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.

620.201  Merger of domestic limited partnership.--

(1)  As used in this section and ss. 620.202-620.205, the term "other business entity" includes a corporation, a limited liability company, a business trust or association, a real estate investment trust, a common law trust, an unincorporated business, a general partnership or a limited partnership but excluding a domestic limited partnership, or any other entity that is formed pursuant to the requirements of applicable law.

(2)  Unless otherwise provided in the partnership agreement of a domestic limited partnership, pursuant to a plan of merger, a domestic limited partnership may merge with or into one or more domestic limited partnerships or other business entities formed, organized, or incorporated under the laws of this state or any other state, the United States, foreign country, or other foreign jurisdiction, if:

(a)  Each domestic partnership that is a party to the merger complies with the applicable provisions of this chapter and complies with the terms of its partnership agreement.

(b)  Each domestic limited liability company that is a party to the merger complies with the applicable provisions of chapter 608.

(c)  Each domestic corporation that is a party to the merger complies with the applicable provisions of chapter 607.

(d)  The merger is permitted by the laws of the state, country, or jurisdiction under which each other business entity that is a party to the merger is formed, organized, or incorporated, and each such other business entity complies with such laws in effecting the merger.

(3)  The plan of merger shall set forth:

(a)  The name of each domestic limited partnership and the name and jurisdiction of formation, organization, or incorporation of each other business entity planning to merge, and the name of the surviving or resulting domestic limited partnership or other business entity into which each other domestic limited partnership or other business entity plans to merge, which is hereinafter and in ss. 620.202-620.205 designated as the surviving entity.

(b)  The terms and conditions of the merger.

(c)  The manner and basis of converting the partnership interests of each domestic limited partnership that is a party to the merger and the partnership interests, interests, shares, obligations, or other securities of each other business entity that is a party to the merger into partnership interests, interests, shares, obligations, or other securities of the surviving entity or any other domestic limited partnership or other business entity or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire the partnership interests of each domestic limited partnership that is a party to the merger and rights to acquire partnership interests, interests, shares, obligations, or other securities of each other business entity that is a party to the merger into rights to acquire partnership interests, interests, shares, obligations, or other securities of the surviving entity or any other domestic limited partnership or other business entity or, in whole or in part, into cash or other property.

(d)  If a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity.

(e)  If a limited liability company is to be the surviving entity, and management thereof is vested in one or more managers, the names and business addresses of such managers.

(f)  All statements required to be set forth in the plan of merger by the laws under which each other business entity that is a party to the merger is formed, organized, or incorporated.

(4)  The plan of merger may set forth:

(a)  If a domestic limited partnership is to be the surviving entity, any amendments to, or a restatement of, the certificate of limited partnership or partnership agreement of the surviving entity, and such amendments or restatement shall be effective on the effective date of the merger.

(b)  The effective date of the merger, which may be on or after the date of filing the certificate of merger.

(c)  A provision authorizing one or more of the domestic limited partnerships that are parties to the merger to abandon the proposed merger pursuant to s. 620.202(7).

(d)  A statement of, or a statement of the method of determining, the "fair value," as defined in s. 620.205(1)(b), of a partnership interest in any domestic limited partnership that is a party to the merger.

(e)  Any other provisions relating to the merger.

History.--s. 6, ch. 98-101.

620.202  Action on plan of merger.--

(1)  Unless otherwise provided in the partnership agreement of a domestic limited partnership, the plan of merger shall be approved in writing by all of the general partners of a domestic limited partnership that is a party to the merger. Unless the partnership agreement of a domestic limited partnership requires a greater vote, the plan of merger shall also be approved in writing by those limited partners who own more than a majority of the then-current percentage or other interests in the profits of the domestic limited partnership owned by all of the limited partners; provided, unless the partnership agreement of the domestic limited partnership requires a greater vote, if there is more than one class or group of limited partners, the plan of merger shall be approved by those limited partners who own more than a majority of the then-current percentage or other interests in the profits of the domestic limited partnership owned by the limited partners in each class or group.

(2)  In addition to the approval required by subsection (1):

(a)  If a domestic limited partnership is to be the surviving entity, no person shall, as a result of the merger, continue to be or become a general partner of the surviving entity, unless such person specifically consents in writing to continuing to be or to becoming, as the case may be, a general partner of the surviving entity, and unless such written consent is obtained from each such person who, as a result of the merger, would become a general partner of the surviving entity, such merger shall not become effective under s. 620.204.

(b)  If a partnership other than a domestic limited partnership is to be the surviving entity, no partner of a domestic limited partnership that is a party to the merger shall, as a result of the merger, become a general partner of the surviving entity unless such partner specifically consents in writing to becoming a general partner of the surviving entity, and unless such written consent is obtained from each person who, as a result of the merger, would become a general partner of the surviving entity, such merger shall not become effective under s. 620.204. Any person providing such consent in writing shall be deemed to have voted in favor of the plan of merger for purposes of s. 620.205.

(3)  All partners of each domestic limited partnership that is a party to the merger shall be given written notice of any meeting or other action with respect to the approval of a plan of merger as provided in subsection (4), not fewer than 30 or more than 60 days before the date of the meeting at which the plan of merger shall be submitted for approval by the partners of such limited partnership. However, if the plan of merger is submitted to the partners of the limited partnership for their written approval or other action without a meeting, such notification shall be given to each partner not fewer than 30 or more than 60 days before the effective date of the merger. Notwithstanding the foregoing, the notification required by this subsection may be waived in writing by the person or persons entitled to such notification.

(4)  The notification required by subsection (3) shall be in writing and shall include:

(a)  The date, time, and place of the meeting, if any, at which the plan of merger shall be submitted for approval by the partners of the domestic limited partnership, or, if the plan of merger will be submitted for written approval or by other action without a meeting, a statement to that effect.

(b)  A copy or summary of the plan of merger.

(c)  A clear and concise statement that, if the plan of merger is effected, partners dissenting therefrom may be entitled, if they comply with the provisions of s. 620.205 regarding the rights of dissenting partners, to be paid the fair value of their partnership interests, which shall be accompanied by a copy of s. 620.205.

(d)  A statement of, or a statement of the method of determining, the "fair value," as defined in s. 620.205(1)(b), of an interest in the limited partnership as determined by the general partners of the limited partnership, which statement may consist of a reference to the applicable provisions of such limited partnership's partnership agreement that determine the fair value of an interest in the limited partnership for these purposes, and which shall constitute an offer by the limited partnership to purchase at such fair value any partnership interests of a "dissenter," as defined in s. 620.205(1)(a), unless and until such a dissenter's right to receive the fair value of his or her interests in the limited partnership is terminated pursuant to s. 620.205(8).

(e)  The date on which such notification was mailed or delivered to the partners.

(f)  Any other information concerning the plan of merger.

(5)  The notification required by subsection (3) shall be deemed to be given at the earliest of:

(a)  The date such notification is received;

(b)  Five days after the date such notification is deposited in the United States mail addressed to the partner at his or her address as it appears in the books and records of the limited partnership, with postage thereon prepaid;

(c)  The date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d)  The date such notification is given in accordance with the provisions of the limited partnership's partnership agreement.

(6)  A plan of merger may provide for the manner, if any, in which the plan of merger may be amended at any time before the effective date of the merger, except, after the approval of the plan of merger by the limited partners of a domestic limited partnership that is a party to the merger, the general partners of such domestic limited partnership shall not be authorized to amend the plan of merger to:

(a)  Change the amount or kind of partnership interests, interests, shares, obligations, other securities, cash, rights, or any other property to be received by the limited partners of such domestic limited partnership in exchange for or on conversion of their partnership interests;

(b)  If the surviving entity is a partnership, change any term of the partnership agreement of the surviving entity, except for changes that otherwise could be adopted by the general partners of the surviving entity;

(c)  If the surviving entity is not a partnership, change any term of the articles of incorporation or comparable governing document of the surviving entity, except for changes that otherwise could be adopted by the board of directors or comparable representatives of the surviving entity; or

(d)  Change any of the terms and conditions of the plan of merger if any such change, alone or in the aggregate, would materially and adversely affect the limited partners, or any class or group of limited partners, of such domestic limited partnership.

If an amendment to a plan of merger is made in accordance with such plan and articles of merger have been filed with the Department of State, amended articles of merger executed by the general partners of each domestic limited partnership and other business entity that is a party to the merger shall be filed with the Department of State prior to the effective date of the merger.

(7)  Unless the domestic limited partnership's partnership agreement or the plan of merger provides otherwise, notwithstanding the prior approval of the plan of merger by any domestic limited partnership that is a party to the merger and at any time prior to the filing of articles of merger with the Department of State, the planned merger may be abandoned, subject to any contractual rights, by any such domestic limited partnership by the affirmative vote of all of its general partners, without further action by its limited partners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the general partners of such domestic limited partnership.

History.--s. 6, ch. 98-101; s. 35, ch. 99-7.

620.203  Articles of merger.--

(1)  After a plan of merger is approved by each domestic limited partnership and other business entity that is a party to the merger, the surviving entity shall deliver articles of merger to the Department of State for filing, which articles shall be executed by the general partners of each domestic limited partnership and by each other business entity as required by applicable law, and which shall set forth:

(a)  The plan of merger.

(b)  A statement that the plan of merger was approved by each domestic partnership that is a party to the merger in accordance with the applicable provisions of this chapter, and, if applicable, a statement that the written consent of each person who, as a result of the merger, becomes a general partner of the surviving entity has been obtained pursuant to s. 620.202(2).

(c)  A statement that the plan of merger was approved by each domestic corporation that is a party to the merger in accordance with the applicable provisions of chapter 607.

(d)  A statement that the plan of merger was approved by each domestic limited liability company that is a party to the merger in accordance with the applicable provisions of chapter 608.

(e)  A statement that the plan of merger was approved by each other business entity that is a party to the merger, other than partnerships, limited liability companies, and corporations formed, organized, or incorporated under the laws of this state, in accordance with the applicable laws of the state, country, or jurisdiction under which such other business entity is formed, organized, or incorporated.

(f)  The effective date of the merger, which may be on or after the date of filing the articles of merger; provided, if the articles of merger do not provide for an effective date of the merger, the effective date shall be the date on which the articles of merger are filed.

(g)  If the surviving entity is another business entity formed, organized, or incorporated under the laws of any state, country, or jurisdiction other than this state:

1.  The address, including street and number, if any, of its principal office under the laws of the state, country, or jurisdiction in which it was formed, organized or incorporated.

2.  A statement that the surviving entity is deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting partners of each domestic limited partnership that is a party to the merger.

3.  A statement that the surviving entity has agreed to promptly pay to the dissenting partners of each domestic limited partnership that is a party to the merger the amount, if any, to which they are entitled under s. 620.205.

(2)  A copy of the articles of merger, certified by the Department of State, may be filed in the office of the official who is the recording officer of each county in this state in which real property of a party to the merger other than the surviving entity is situated.

(3)  Articles of merger shall act as a certificate of cancellation for purposes of s. 620.113 for a domestic limited partnership that is a party to the merger that is not the surviving entity and such partnership's certificate of limited partnership shall be canceled upon the effective date of the merger.

History.--s. 6, ch. 98-101.

620.204  Effect of merger.--

(1)  When a merger becomes effective:

(a)  Every domestic limited partnership and other business entity that is a party to the merger merges into the surviving entity and the separate existence of every domestic limited partnership and other business entity that is a party to the merger except the surviving entity ceases.

(b)  The title to all real estate and other property, or any interest therein, owned by each domestic limited partnership and other business entity that is a party to the merger is vested in the surviving entity without reversion or impairment. The surviving entity shall record a certified copy of the articles of merger in any county in which a merging entity holds an interest in real property.

(c)  The surviving entity shall thereafter be responsible and liable for all the liabilities and obligations of each domestic limited partnership and other business entity that is a party to the merger, including liabilities arising out of the rights of dissenters with respect to such merger under applicable law.

(d)  Any claim existing or action or proceeding pending by or against any domestic limited partnership or other business entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the domestic limited partnership or other business entity which ceased existence.

(e)  Neither the rights of creditors nor any liens upon the property of any domestic limited partnership or other business entity shall be impaired by such merger.

(f)  If a general partner of a partnership formed or organized under the laws of this state or any other state, country, or jurisdiction that is a party to the merger is not a general partner of the surviving entity, the former general partner shall have no liability for obligations arising out of the rights of dissenters with respect to such merger under applicable law or for any obligation incurred after the effective date of the merger, except to the extent that a former creditor of the partnership in which the former general partner was a general partner extends credit to the surviving entity reasonably believing that the former general partner continued as a general partner of the surviving entity.

(g)  If a domestic limited partnership is the surviving entity, the certificate of limited partnership and partnership agreement of such partnership in effect immediately prior to the time the merger becomes effective shall be the certificate of limited partnership and partnership agreement of the surviving entity, except as amended or restated to the extent provided in the plan of merger.

(h)  The partnership interests, interests, shares, obligations, or other securities, and the rights to acquire partnership interests, membership interests, shares, obligations, or other securities, of each domestic limited partnership and other business entity that is a party to the merger shall be converted into partnership interests, interests, shares, obligations, or other securities, or rights to such securities, of the surviving entity or any other domestic limited partnership or other business entity or, in whole or in part, into cash or other property as provided in the plan of merger, and the former holders of partnership interests, interests, shares, obligations, or other securities, or rights to such securities, shall be entitled only to the rights provided in the plan of merger and to their rights as dissenters, if any, under ss. 607.1301-607.1320, s. 608.4384, s. 620.205, or other applicable law.

(2)  Unless otherwise provided in the plan of merger, a merger of a domestic limited partnership, including a domestic limited partnership that is not the surviving entity, shall not require such domestic limited partnership to wind up its affairs under s. 620.159 or pay its liabilities and distribute its assets under s. 620.162.

History.--s. 6, ch. 98-101; s. 4, ch. 2000-298.

620.205  Rights of dissenting partners.--

(1)  For purposes of this section, the term:

(a)  "Dissenter" means a partner of a domestic limited partnership who is a recordholder of the partnership interests to which he or she seeks relief as of the date fixed for the determination of partners entitled to notice of a plan of merger, who does not vote such interests in favor of the plan of merger, and who exercises the right to dissent from the plan of merger when and in the manner required by this section.

(b)  "Fair value," with respect to a dissenter's partnership interests, means the value of the partnership interests in the domestic limited partnership that is a party to a plan of merger as of the close of business of the day prior to the effective date of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger, unless such exclusion would be inequitable.

(2)  Each partner of a domestic limited partnership that is a party to a merger shall have the right to be paid the fair value of his or her partnership interests as a dissenter as provided in this section.

(3)  Not later than 20 days after the date on which the notification required by s. 620.202(3) is given to the partners, or if such notification was waived in writing by the dissenter, not later than 20 days after the date of such written waiver, the dissenter shall deliver to the limited partnership a written demand for payment to him or her of the fair value of the interests as to which the dissenter seeks relief that states his or her address, the number and class, if any, of those interests, and, at the election of the dissenter, the amount claimed by him or her as the fair value of the interests. The statement of fair market value by the dissenter, if any, shall constitute an offer by the dissenter to sell the partnership interests to the limited partnership for such amount. A dissenter may dissent as to less than all the partnership interests registered in his or her name. In such event, the dissenter's rights shall be determined as if the partnership interests as to which he or she has dissented and his or her remaining partnership interests were registered in the names of different partners. If the interests as to which a dissenter seeks relief are represented by certificates, the dissenter shall deposit such certificates with the limited partnership simultaneously with the delivery of the written demand for payment. Upon receiving a demand for payment from a dissenter who is a recordholder of uncertificated interests, the limited partnership shall make an appropriate notation of the demand for payment in its records. The limited partnership may restrict the transfer of uncertificated interests from the date the dissenter's written demand for payment is delivered. A written demand for payment served on the domestic limited partnership in which the dissenter is a partner shall constitute service on the surviving entity.

(4)  The written demand for payment required by subsection (3) shall be deemed to be delivered to the limited partnership at the earliest of:

(a)  The date such written demand is received;

(b)  Five days after the date such written demand is deposited in the United States mail addressed to the principal business office of the limited partnership, with postage thereon prepaid;

(c)  The date shown on the return receipt, if such written demand is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d)  The date such written demand is given in accordance with the provisions of the limited partnership's partnership agreement.

(5)  Unless the partnership agreement of the limited partnership in which the dissenter is a partner provides a basis or method for determining and paying the fair value of the interests as to which the dissenter seeks relief, or unless the limited partnership or the surviving entity and the dissenter have agreed in writing as to the fair value of the interests as to which the dissenter seeks relief, the dissenter, the limited partnership, or the surviving entity, within 90 days after the dissenter delivers the written demand for payment to the limited partnership, may file an action in any court of competent jurisdiction in the county in this state where the registered office of the limited partnership is located or was located when the plan of merger was approved by its partners, or in the county in this state in which the principal office of the limited partnership that issued the partnership interests is located or was located when the plan of merger was approved by its partners, requesting a determination of the fair value of the dissenter's partnership interests. The court shall also determine whether each dissenter that is a party to such proceeding, as to whom the limited partnership or the surviving entity requests the court to make such determination, is entitled to receive payment of the fair value for his or her partnership interests. Other dissenters, within the 90-day period after a dissenter delivers a written demand to the partnership, may join such proceeding as plaintiffs or may be joined in any such proceeding as defendants, and any two or more such proceedings may be consolidated. If the limited partnership or surviving entity commences such a proceeding, all dissenters, whether or not residents of this state, other than dissenters who have agreed in writing with the limited partnership or the surviving entity as to the fair value of the partnership interests as to which such dissenters seek relief, shall be made parties to such action as an action against their partnership interests. The limited partnership or the surviving entity shall serve a copy of the initial pleading in such proceeding upon each dissenter who is a party to such proceeding and who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each such dissenter who is not a resident of this state either by registered or certified mail and publication or in such manner as is permitted by law. The jurisdiction of the court in such a proceeding shall be plenary and exclusive. All dissenters who are proper parties to the proceeding are entitled to judgment against the limited partnership or the surviving entity for the amount of the fair value of their partnership interests as to which payment is sought hereunder. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as is specified in the order of their appointment or an amendment thereof. The limited partnership shall pay each dissenter the amount found to be due him or her within 10 days after final determination of the proceedings. Upon payment of the judgment, the dissenter shall cease to have any interest in the partnership interests as to which payment is sought hereunder.

(6)  The judgment may, at the discretion of the court, include a fair rate of interest, to be determined by the court.

(7)  The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the limited partnership or the surviving entity. However, all or any part of such costs and expenses may be apportioned and assessed as the court deems equitable against any or all of the dissenters who are parties to the proceeding, to whom the limited partnership or the surviving entity has made an offer to pay for the partnership interests, if the court finds that the action of such dissenters in failing to accept such offer was arbitrary, vexatious, or not in good faith. Such expenses shall include reasonable compensation for, and reasonable expenses of, the appraisers, but shall exclude the fees and expenses of counsel for, and experts employed by, any party. If the fair value of the partnership interests, as determined, materially exceeds the amount which the limited partnership or the surviving entity offered to pay therefor, the court in its discretion may award to any dissenter who is a party to the proceeding such amount as the court determines to be reasonable compensation to any attorney or expert employed by the dissenter in the proceeding.

(8)  The right of a dissenter to receive fair value for and the obligation to sell such partnership interests as to which the dissenter seeks relief and the right of the domestic limited partnership or the surviving entity to purchase such interests and the obligation to pay the fair value of such interests shall terminate if:

(a)  The dissenter has not complied with this section, unless the limited partnership or the surviving entity waives in writing such noncompliance;

(b)  The limited partnership abandons the merger or is finally enjoined or prevented from carrying out the merger, or the partners rescind their adoption or approval of the merger;

(c)  The dissenter withdraws his or her demand, with the consent of the limited partnership or the surviving entity; or

(d)1.  The partnership agreement of the domestic limited partnership in which the dissenter was a partner does not provide a basis or method for determining and paying the dissenter the fair value of his or her partnership interests.

2.  The limited partnership or the surviving entity and the dissenter have not agreed upon the fair value of the dissenter's partnership interests.

3.  Neither the dissenter, the limited partnership, nor the surviving entity has filed or is joined in a complaint under subsection (5) within the 90-day period provided in that subsection.

(9)  Unless otherwise provided in the partnership agreement of the domestic limited partnership in which the dissenter was a partner, after the date the dissenter delivers the written demand for payment in accordance with subsection (3) until either the termination of the rights and obligations arising from it or the purchase of the dissenter's partnership interests by the limited partnership or the surviving entity, the dissenter shall be entitled only to payment as provided in this section and shall not be entitled to any other rights accruing from such interests, including voting or distribution rights. If the right to receive fair value is terminated other than by the purchase of the dissenter's partnership interests by the limited partnership or the surviving entity, all rights of the dissenter as a partner of the limited partnership shall be reinstated effective as of the date the dissenter delivered the written demand for payment, including the right to receive any intervening payment or other distribution with respect to the dissenter's interests in the limited partnership, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the surviving entity, the fair value thereof in cash as determined by the surviving entity as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited partnership that may have been taken by the limited partnership on or after the date the dissenter delivered the written demand for payment.

(10)  A partner who is entitled under this section to demand payment for his or her partnership interests shall not have any right at law or in equity to challenge the validity of any merger that creates his or her entitlement to demand payment hereunder, or to have the merger set aside or rescinded, except with respect to compliance with the provisions of the limited partnership's partnership agreement or if the merger is unlawful or fraudulent with respect to such partner.

(11)  Unless otherwise provided in the partnership agreement of the domestic limited partnership in which the dissenter was a partner, this section does not apply with respect to a plan of merger if, as of the date fixed for the determination of partners entitled to notice of a plan of merger:

(a)  The partnership interests of the limited partnership were held of record by not fewer than 500 partners; or

(b)  The partnership interests were registered on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System.

History.--s. 6, ch. 98-101; s. 36, ch. 99-7.

620.81001  Uniformity of application and construction.

620.81002  Short title.

620.8101  Definitions.

620.8102  Knowledge and notice.

620.8103  Effect of partnership agreement; nonwaivable provisions.

620.8104  Supplemental principles of law.

620.8105  Execution, filing, and recording of partnership registration and other statements.

620.81055  Fees for filing documents and issuing certificates; powers of the Department of State.

620.8106  Governing law.

620.8107  Partnership subject to amendment or repeal of act.

620.8201  Partnership as entity.

620.8202  Formation of partnership.

620.8203  Partnership property.

620.8204  When property is partnership property.

620.8301  Partner agent of partnership.

620.8302  Transfer of partnership property.

620.8303  Statement of partnership authority.

620.8304  Statement of denial.

620.8305  Partnership liable for partner's actionable conduct.

620.8306  Partner's liability.

620.8307  Actions by and against partnership and partners.

620.8308  Liability of purported partner.

620.8401  Partner's rights and duties.

620.8402  Distributions in kind.

620.8403  Partner's rights and duties with respect to information.

620.8404  General standards of partner's conduct.

620.8405  Actions by partnership and partners.

620.8406  Continuation of partnership beyond definite term or particular undertaking.

620.8501  Partner not coowner of partnership property.

620.8502  Partner's transferable interest in partnership.

620.8503  Transfer of partner's transferable interest.

620.8504  Partner's transferable interest subject to charging order.

620.8601  Events causing partner's dissociation.

620.8602  Partner's power to dissociate; wrongful dissociation.

620.8603  Effect of partner's dissociation.

620.8701  Purchase of dissociated partner's interest.

620.8702  Dissociated partner's power to bind and liability to partnership.

620.8703  Dissociated partner's liability to other persons.

620.8704  Statement of dissociation.

620.8705  Continued use of partnership name.

620.8801  Events causing dissolution and winding up of partnership business.

620.8802  Partnership continues after dissolution.

620.8803  Right to wind up partnership business.

620.8804  Partner's power to bind partnership after dissolution.

620.8805  Statement of dissolution.

620.8806  Partner's liability to other partners after dissolution.

620.8807  Settlement of accounts and contributions among partners.

620.8901  Definitions; ss. 620.8901-620.8908.

620.8902  Conversion of partnership to limited partnership.

620.8903  Conversion of limited partnership to partnership.

620.8904  Effect of conversion; entity unchanged.

620.8905  Merger of partnerships.

620.8906  Effect of merger.

620.8907  Statement of merger.

620.8908  Nonexclusive.

620.9001  Statement of qualification.

620.9002  Name.

620.9003  Annual report.

620.9101  Law governing foreign limited liability partnership.

620.9102  Statement of foreign qualification.

620.9103  Effect of failure to qualify.

620.9104  Activities not constituting transacting business.

620.9105  Action by Attorney General.

620.9901  Applicability.

620.9902  Saving clause.

620.81001  Uniformity of application and construction.--This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act.

History.--s. 13, ch. 95-242.

620.81002  Short title.--This act may be cited as the Revised Uniform Partnership Act of 1995.

History.--s. 13, ch. 95-242.

620.8101  Definitions.--As used in this act, the term:

(1)  "Act" means the Revised Uniform Partnership Act of 1995, consisting of ss. 620.81001-620.9902.

(2)  "Business" means any trade, occupation, profession, or investment activity.

(3)  "Debtor in bankruptcy" means a person who is the subject of:

(a)  An order for relief under Title 11, United States Code, or a comparable order under a successor statute of general application; or

(b)  A comparable order under federal or state law governing insolvency.

(4)  "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(5)  "Foreign limited liability partnership" means a partnership that is formed under laws other than the laws of this state and has the status of a limited liability partnership under those laws.

(6)  "Limited liability partnership" means a registered limited liability partnership registered under former ss. 620.78-620.789 immediately prior to the effective date of this act or a partnership that has filed a statement of qualification under s. 620.9001 and has not filed a similar statement in any other jurisdiction.

(7)  "Partnership" means an association of two or more persons to carry on as coowners a business for profit formed under s. 620.8202, predecessor law, or the comparable law of another jurisdiction.

(8)  "Partnership agreement" means an agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(9)  "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(10)  "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(11)  "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnership, association, joint venture, limited liability company, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(12)  "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(13)  "Registration" or "registration statement" means a partnership registration statement filed with the Department of State under s. 620.8105.

(14)  "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.

(15)  "Statement" means a statement of partnership authority under s. 620.8303, a statement of denial under s. 620.8304, a statement of dissociation under s. 620.8704, a statement of dissolution under s. 620.8805, a statement of merger under s. 620.8907, a statement of qualification under s. 620.9001, a statement of foreign qualification under s. 620.9102, or an amendment or cancellation of any of the foregoing.

(16)  "Transfer" includes an assignment, conveyance, lease, mortgage, deed, or encumbrance.

History.--s. 13, ch. 95-242; s. 1, ch. 99-285; s. 42, ch. 2001-63.

620.8102  Knowledge and notice.--

(1)  A person knows a fact if the person has actual knowledge of the fact.

(2)  A person has notice of a fact if the person:

(a)  Knows of the fact;

(b)  Has received a notification of the fact; or

(c)  Has reason to know the fact exists from all other facts known to the person at the time in question.

(3)  A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.

(4)  A person receives a notification when the notification:

(a)  Comes to the person's attention; or

(b)  Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(5)  Except as otherwise provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting a transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(6)  A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

History.--s. 13, ch. 95-242.

620.8103  Effect of partnership agreement; nonwaivable provisions.--

(1)  Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.

(2)  The partnership agreement may not:

(a)  Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners;

(b)  Vary the law applicable to a limited liability partnership under s. 620.8106(2);

(c)  Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3);

(d)  Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c), but:

1.  The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

2.  All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(e)  Unreasonably reduce the duty of care under s. 620.8404(3) or s. 620.8603(2)(c);

(f)  Eliminate the obligation of good faith and fair dealing under s. 620.8404(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;

(g)  Vary the power to dissociate as a partner under s. 620.8602(1), except to require the notice under s. 620.8601(1) to be in writing;

(h)  Vary the right of a court to expel a partner under the events specified in s. 620.8601(5);

(i)  Vary the requirement to wind up the partnership business in cases specified in s. 620.8801(4), (5), or (6);

(j)  Change the notice provisions contained in s. 620.8902(6) or s. 620.8905(6); or

(k)  Restrict rights of third parties under this act.

History.--s. 13, ch. 95-242; s. 2, ch. 99-285.

620.8104  Supplemental principles of law.--

(1)  Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.

(2)  If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in s. 687.01.

History.--s. 13, ch. 95-242.

620.8105  Execution, filing, and recording of partnership registration and other statements.--

(1)  A partnership may file a partnership registration statement with the Department of State, which must include:

(a)  The name of the partnership, which is filed for purpose of public notice only and creates no presumption of ownership beyond that which is created under the common law and which shall be recorded by the Department of State without regard to any other name recordation.

(b)  The street address of the chief executive office of the partnership and the street address of the principal office of the partnership in this state, if there is one.

(c)1.  The names and mailing addresses of all partners of the partnership; or

2.  The name and street address of an agent in this state appointed and maintained by the partnership, who shall maintain a list of the names and mailing addresses of all of the partners of the partnership and, on request for good cause shown, shall make the list available to any person at an office open from at least 10 a.m. to 12 noon each day, except Saturdays, Sundays, and legal holidays.

(d)  Pursuant to s. 119.092, the partnership's federal employer identification number.

(e)  The name and recorded document number in this state of a partner or agent named pursuant to subparagraph (c)2. that is a person other than an individual.

(2)  The Department of State shall file a partnership registration statement under subsection (1) without regard to the use of the same or a similar name by another partnership registered or other entity organized or qualified in this state. The use of a partnership name in a registration statement filed with the Department of State is for the purpose of public notice only and does not create a presumption of ownership of the name used beyond that acquired under the common law.

(3)  Each partner of a registered partnership, and any agent named pursuant to subparagraph (1)(c)2. that is a legal or other commercial entity, and not an individual, must:

(a)  Be organized or otherwise registered with the Department of State as required by law.

(b)  Maintain an active status with the Department of State.

(c)  Not be dissolved, revoked, canceled, or withdrawn.

(4)  Except as provided in s. 620.8304 or s. 620.8704, a statement may be filed with the Department of State only if the partnership has filed a registration statement pursuant to subsection (1). If otherwise sufficient, a certified copy of a statement that is filed in a jurisdiction other than this state may be filed with the Department of State in lieu of an original statement. Any such filing has the effect provided in this act with respect to partnership property located in, or transactions that occur in, this state.

(5)  A partnership registration statement or other statement must be delivered to the Department of State for filing, which may be accomplished by electronic filing pursuant to s. 15.16 and must be typewritten or legibly printed in the English language.

(6)  A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this act. The execution of a statement by an individual as, or on behalf of, a partner or other person named as a partner in a filing constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

(7)  A partnership may amend or cancel its registration, and a person authorized by this act to file a statement of partnership authority, a statement of denial, a statement of dissociation, a statement of dissolution, a statement of merger, a statement of qualification, or a statement of foreign qualification may amend or cancel such statement, by filing an amendment or cancellation that:

(a)  Identifies the partnership and the statement being amended or canceled; and

(b)  States the substance of what is being amended or canceled.

(8)  A certified copy of a statement that has been filed with the Department of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement filed with the Department of State does not have the effect provided for recorded statements in this act.

(9)  A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person who is not a partner.

(10)  If a document is determined by the Department of State to be incomplete and inappropriate for filing, the Department of State shall return the document to the person or entity filing it within 15 days after the document was received for filing, together with a brief written explanation of the reason for the refusal to file the document. If the applicant returns the document with corrections in accordance with the rules of the Department of State within 60 days after it was mailed to the applicant by the Department of State and, if at the time of return the applicant so requests in writing, the filing date of the document will be the filing date that would have been applied had the original document not been deficient, except as to persons who relied on the record before correction and were adversely affected thereby.

History.--s. 13, ch. 95-242; s. 3, ch. 99-285.

620.81055  Fees for filing documents and issuing certificates; powers of the Department of State.--

(1)  The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing:

(a)  Partnership registration statement: $50.

(b)  Statement of partnership authority: $25.

(c)  Statement of denial: $25.

(d)  Statement of dissociation: $25.

(e)  Statement of dissolution: $25.

(f)  Statement of qualification: $25.

(g)  Statement of foreign qualification: $25.

(h)  Limited liability partnership annual report: $25.

(i)  Statement of merger for each party thereto: $25.

(j)  Amendment to any statement or registration: $25.

(k)  Cancellation of any statement or registration: $25.

(l)  Certified copy of any recording or part thereof: $52.50.

(m)  Certificate of status: $8.75.

(n)  Any other document required or permitted to be filed by this act: $25.

(2)  The Department of State has the power and authority reasonably necessary to enable it to administer this act efficiently, to perform the duties imposed upon it by this act, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this act conferring duties upon it.

History.--s. 13, ch. 95-242; s. 200, ch. 98-200; s. 4, ch. 99-285.

620.8106  Governing law.--

(1)  Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among partners and between the partners and a partnership.

(2)  The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.

History.--s. 13, ch. 95-242; s. 5, ch. 99-285.

620.8107  Partnership subject to amendment or repeal of act.--A partnership governed by this act is subject to any amendment to or repeal of this act.

History.--s. 13, ch. 95-242.

620.8201  Partnership as entity.--

(1)  A partnership is an entity distinct from its partners.

(2)  A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under s. 620.9001.

History.--s. 13, ch. 95-242; s. 6, ch. 99-285.

620.8202  Formation of partnership.--

(1)  Except as otherwise provided in subsection (2), the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

(2)  An association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.

(3)  In determining whether a partnership is formed, the following rules apply:

(a)  Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not, by itself, establish a partnership, even if the coowners share profits made by the use of the property.

(b)  The sharing of gross returns does not, by itself, establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(c)  A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

1.  Of a debt by installments or otherwise;

2.  For services as an independent contractor or of wages or other compensation to an employee;

3.  Of rent;

4.  Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;

5.  Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

6.  For the sale of the goodwill of a business or other property by installments or otherwise.

History.--s. 13, ch. 95-242.

620.8203  Partnership property.--Property acquired by a partnership is property of the partnership and not of the partners individually.

History.--s. 13, ch. 95-242.

620.8204  When property is partnership property.--

(1)  Property is partnership property if acquired in the name of:

(a)  The partnership; or

(b)  One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(2)  Property is acquired in the name of the partnership by a transfer to:

(a)  The partnership in its name; or

(b)  One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(3)  Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(4)  Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

History.--s. 13, ch. 95-242.

620.8301  Partner agent of partnership.--Subject to the effect of a statement of partnership authority under s. 620.8303:

(1)  Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course of partnership business or business of the kind carried on by the partnership, in the geographic area in which the partnership operates, binds the partnership unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2)  An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by all of the other partners or is authorized by the terms of a written partnership agreement.

History.--s. 13, ch. 95-242.

620.8302  Transfer of partnership property.--

(1)  Partnership property may be transferred as follows:

(a)  Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(b)  Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(c)  Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(2)  A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under s. 620.8301 and:

(a)  As to a subsequent transferee who gave value for property transferred under paragraph (1)(a) or paragraph (1)(b), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(b)  As to a transferee who gave value for property transferred under paragraph (1)(c), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(3)  A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under subsection (2) from any earlier transferee of the property.

(4)  If a person holds all of the partners' interests in the partnership, all of the partnership property vests in such person. Such person may execute a document in the name of the partnership to evidence vesting of the property in such person and may file or record the document.

History.--s. 13, ch. 95-242.

620.8303  Statement of partnership authority.--

(1)  A partnership may file a statement of partnership authority, which:

(a)  Must include the name of the partnership, as identified in the records of the Department of State, and the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.

(b)  May also state or include the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership, and any other matter.

(2)  If a filed statement of partnership authority is executed pursuant to s. 620.8105(6) and states the name of the partnership but does not contain all of the other information required by subsection (1), the statement nevertheless operates with respect to a person not a partner as provided in subsections (3) and (4).

(3)  Except as provided in subsection (6), a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(a)  Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(b)  A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of such real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on such authority is not then of record in the office for recording transfers of such real property. The recording in the office for recording transfers of such real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(4)  A person who is not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of such real property.

(5)  Except as otherwise provided in subsections (3) and (4) and ss. 620.8704 and 620.8805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

(6)  Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Department of State.

History.--s. 13, ch. 95-242; s. 7, ch. 99-285.

620.8304  Statement of denial.--

(1)  A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an agent pursuant to s. 620.8105(1)(c) may file a statement of denial stating:

(a)  The name of the partnership, as identified in the records of the Department of State; and

(b)  The fact that is being denied, which may include denial of a person's authority or status as a partner.

(2)  A statement of denial may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.

(3)  A statement of denial is a limitation on authority as provided in s. 620.8303(3) and (4).

History.--s. 13, ch. 95-242; s. 8, ch. 99-285.

620.8305  Partnership liable for partner's actionable conduct.--

(1)  A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(2)  If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person who is not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

History.--s. 13, ch. 95-242.

620.8306  Partner's liability.--

(1)  Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law.

(2)  A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

(3)  An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under s. 620.9001(2). Notwithstanding the provisions of this subsection, at any time during the first 6 months after the effective date of this subsection, a limited liability partnership that became a limited liability partnership before the effective date of this subsection may, by filing a notice with the Secretary of State so stating, waive its partners' protection from liability arising from written contractual obligations of the limited liability partnership with regard to any particular written obligations or all written obligations entered into at any time or during any particular period of time set forth in the notice. If a limited liability partnership executes and delivers such a notice, each partner of the limited liability partnership is jointly and severally liable for the contractual obligations of the partnership which are the subject of the notice, except that no partner is liable under any such contract for any amount in excess of the amount for which the partner would have been liable under the laws of this state as they existed immediately before the effective date of this subsection.

History.--s. 13, ch. 95-242; s. 9, ch. 99-285.

620.8307  Actions by and against partnership and partners.--

(1)  A partnership may sue and be sued in the name of the partnership.

(2)  An action may be brought against the partnership and, to the extent not inconsistent with s. 620.8306, any or all of the partners in the same action or in separate actions.

(3)  A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

(4)  A judgment creditor of a partner may perfect a judgment lien but may not proceed against or otherwise levy or execute against the assets of the partner to satisfy a judgment arising from a partnership obligation or liability unless the partner is personally liable for the claim under s. 620.8306 and:

(a)  A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(b)  The partnership is a debtor in bankruptcy;

(c)  The partner has agreed that the creditor need not exhaust partnership assets;

(d)  A court grants permission to the judgment creditor to proceed against or otherwise levy or execute against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(e)  Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(5)  This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under s. 620.8308.

History.--s. 13, ch. 95-242; s. 10, ch. 99-285.

620.8308  Liability of purported partner.--

(1)  If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made if such person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to such liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to such liability jointly and severally with any other person consenting to the representation.

(2)  If a person is thus represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(3)  A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(4)  A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

(5)  Except as otherwise provided in subsections (1) and (2), persons who are not partners as to each other are not liable as partners to other persons.

History.--s. 13, ch. 95-242.

620.8401  Partner's rights and duties.--

(1)  Each partner is deemed to have an account which is:

(a)  Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and

(b)  Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

(2)  Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

(3)  A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(4)  A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(5)  A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or subsection (4) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(6)  Each partner has equal rights in the management and conduct of the partnership business.

(7)  A partner may use or possess partnership property only on behalf of the partnership.

(8)  A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(9)  A person may become a partner only with the consent of all of the partners.

(10)  A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(11)  This section does not affect the obligations of a partnership to other persons under s. 620.8301.

History.--s. 13, ch. 95-242.

620.8402  Distributions in kind.--A partner has no right to receive, and may not be required to accept, a distribution in kind.

History.--s. 13, ch. 95-242.

620.8403  Partner's rights and duties with respect to information.--

(1)  A partnership shall keep its books and records, if any, at the chief executive office of the partnership.

(2)  A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(3)  Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

(a)  Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this act; and

(b)  Upon demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

History.--s. 13, ch. 95-242.

620.8404  General standards of partner's conduct.--

(1)  The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3).

(2)  A partner's duty of loyalty to the partnership and the other partners includes, without limitation, the following:

(a)  To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(b)  To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

(c)  To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

(3)  A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(4)  A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(5)  A partner does not violate a duty or obligation under this act or under a partnership agreement merely because the partner's conduct furthers the partner's own interest.

(6)  A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

(7)  This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

History.--s. 13, ch. 95-242.

620.8405  Actions by partnership and partners.--

(1)  A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(2)  A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(a)  Enforce such partner's rights under the partnership agreement;

(b)  Enforce such partner's rights under this act, including:

1.  Such partner's rights under s. 620.8401, s. 620.8403, or s. 620.8404;

2.  Such partner's right upon dissociation to have the partner's interest in the partnership purchased pursuant to s. 620.8701 or enforce any other right under ss. 620.8601-620.8705; or

3.  Such partner's right to compel a dissolution and winding up of the partnership business under s. 620.8801 or enforce any other right under ss. 620.8801-620.8807; or

(c)  Enforce the rights and otherwise protect the interests of such partner, including rights and interests arising independently of the partnership relationship.

(3)  The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

History.--s. 13, ch. 95-242.

620.8406  Continuation of partnership beyond definite term or particular undertaking.--

(1)  If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(2)  If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.

History.--s. 13, ch. 95-242.

620.8501  Partner not coowner of partnership property.--Partnership property is owned by the partnership as an entity, not by the partners as coowners. A partner has no interest that can be transferred, either voluntarily or involuntarily, in specific partnership property.

History.--s. 13, ch. 95-242.

620.8502  Partner's transferable interest in partnership.--The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. A partner's interest in the partnership is personal property.

History.--s. 13, ch. 95-242.

620.8503  Transfer of partner's transferable interest.--

(1)  A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(a)  Is permissible.

(b)  Does not, by itself, cause the partner's dissociation or a dissolution and winding up of the partnership business.

(c)  Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(2)  A transferee of a partner's transferable interest in the partnership has a right:

(a)  To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b)  To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(c)  To seek, under ¹s. 620.839(6), a judicial determination that it is equitable to wind up the partnership business.

(3)  In a dissolution and winding up of a partnership, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all the partners.

(4)  Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

(5)  A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

(6)  A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

History.--s. 13, ch. 95-242.

¹Note.--Section 620.839 does not exist.

620.8504  Partner's transferable interest subject to charging order.--

(1)  Upon application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(2)  A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(3)  At any time before foreclosure, an interest charged may be redeemed:

(a)  By the judgment debtor;

(b)  With property other than partnership property, by one or more of the other partners; or

(c)  With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(4)  This act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(5)  This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

History.--s. 13, ch. 95-242.

620.8601  Events causing partner's dissociation.--A partner is dissociated from a partnership upon the occurrence of any of the following events:

(1)  The partnership having notice of the partner's express will to immediately withdraw as a partner or withdraw on a later date specified by the partner;

(2)  An event agreed to in the partnership agreement causing the partner's dissociation;

(3)  The partner's expulsion pursuant to the partnership agreement;

(4)  The partner's expulsion by a unanimous vote of the other partners if:

(a)  It is unlawful to carry on the partnership business with such partner;

(b)  There has been a transfer of all or substantially all of such partner's transferable interest in the partnership other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;

(c)  Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of the corporate partner's charter or the corporate partner's right to conduct business; or

(d)  A partnership that is a partner has been dissolved and its business is being wound up;

(5)  On application by the partnership or another partner, the partner's expulsion by judicial determination because:

(a)  The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b)  The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; or

(c)  The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6)  The partner's:

(a)  Becoming a debtor in bankruptcy;

(b)  Executing an assignment for the benefit of creditors;

(c)  Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of such partner or of all or substantially all of such partner's property; or

(d)  Failing, within 90 days after appointment, to have vacated or have stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7)  In the case of a partner who is an individual:

(a)  The partner's death;

(b)  The appointment of a guardian or general conservator for the partner; or

(c)  A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8)  In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9)  In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10)  Termination of a partner who is not an individual, partnership, corporation, trust, or estate.

History.--s. 13, ch. 95-242.

620.8602  Partner's power to dissociate; wrongful dissociation.--

(1)  A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1).

(2)  A partner's dissociation is wrongful only if:

(a)  It is in breach of an express provision of the partnership agreement; or

(b)  In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

1.  The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under this subsection;

2.  The partner is expelled by judicial determination under s. 620.8601(5);

3.  The partner is dissociated by becoming a debtor in bankruptcy; or

4.  In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because the partner willfully dissolved or terminated.

(3)  A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.

History.--s. 13, ch. 95-242.

620.8603  Effect of partner's dissociation.--

(1)  If a partner's dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply.

(2)  Upon a partner's dissociation:

(a)  The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in s. 620.8803;

(b)  The partner's duty of loyalty under s. 620.8404(2)(c) terminates; and

(c)  The partner's duty of loyalty under s. 620.8404(2)(a) and (b) and duty of care under s. 620.8404(3) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to s. 620.8803.

History.--s. 13, ch. 95-242.

620.8701  Purchase of dissociated partner's interest.--

(1)  If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2).

(2)  The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under s. 620.8807(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value of the assets or the value of the assets based upon a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of such date. Interest must be paid from the date of dissociation to the date of payment.

(3)  Damages for wrongful dissociation under s. 620.8602(2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(4)  A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under s. 620.8702.

(5)  If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3).

(6)  If a deferred payment is authorized under subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(7)  The payment or tender required by subsection (5) or subsection (6) must be accompanied by the following:

(a)  A statement of partnership assets and liabilities as of the date of dissociation;

(b)  The latest available partnership balance sheet and income statement, if any;

(c)  An explanation of how the estimated amount of the payment was calculated; and

(d)  Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3), or other terms of the obligation to purchase.

(8)  A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and shall bear interest.

(9)  A dissociated partner may maintain an action against the partnership, pursuant to s. 620.8405(2)(b)2., to determine the buyout price of that partner's interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (7).

History.--s. 13, ch. 95-242; s. 11, ch. 99-285.

620.8702  Dissociated partner's power to bind and liability to partnership.--

(1)  For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under ss. 620.8901-620.8908, is bound by an act of the dissociated partner which would have bound the partnership under s. 620.8301 before dissociation only if, at the time of entering into the transaction, the other party:

(a)  Reasonably believed that the dissociated partner was then a partner;

(b)  Did not have notice of the partner's dissociation; and

(c)  Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).

(2)  A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1).

History.--s. 13, ch. 95-242; s. 12, ch. 99-285.

620.8703  Dissociated partner's liability to other persons.--

(1)  A partner's dissociation does not, by itself, discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2).

(2)  A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to any other party to a transaction entered into by the partnership, or a surviving partnership under ss. 620.8901-620.8908, within 1 year after the partner's dissociation only if the partner is liable for the obligation under s. 620.8306 and, at the time of entering into the transaction, the other party:

(a)  Reasonably believed that the dissociated partner was then a partner;

(b)  Did not have notice of the partner's dissociation; and

(c)  Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).

(3)  By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(4)  A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

History.--s. 13, ch. 95-242; s. 13, ch. 99-285.

620.8704  Statement of dissociation.--

(1)  A dissociated partner or the partnership may file a statement of dissociation stating:

(a)  The name of the partnership as identified in the records of the Department of State.

(b)  That the partner is dissociated from the partnership.

(2)  A statement of dissociation may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.

(3)  A statement of dissociation is a limitation on the authority of a dissociated partner for purposes of s. 620.8303(4) and (5).

(4)  For purposes of ss. 620.8702(1)(c) and 620.8703(2)(c), a person who is not a partner is deemed to have notice of the dissociation 90 days after a statement of dissociation is filed.

History.--s. 13, ch. 95-242; s. 14, ch. 99-285.

620.8705  Continued use of partnership name.--Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not, by itself, make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

History.--s. 13, ch. 95-242.

620.8801  Events causing dissolution and winding up of partnership business.--A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1)  In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner's express will to withdraw as a partner, or withdraw on a later date specified by the partner;

(2)  In a partnership for a definite term or particular undertaking:

(a)  Within 90 days after a partner's dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner's will to wind up the partnership business;

(b)  The express will of all of the partners to wind up the partnership's business; or

(c)  The expiration of the term or the completion of the undertaking;

(3)  An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4)  An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;

(5)  On application by a partner, a judicial determination that:

(a)  The economic purpose of the partnership is likely to be unreasonably frustrated;

(b)  Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or

(c)  It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6)  On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(a)  After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(b)  At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

History.--s. 13, ch. 95-242; s. 15, ch. 99-285.

620.8802  Partnership continues after dissolution.--

(1)  Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(2)  At any time after the dissolution of a partnership before the winding up of partnership business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

(a)  The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined is as if the dissolution had never occurred; and

(b)  The rights of a third party accruing under s. 620.8804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

History.--s. 13, ch. 95-242.

620.8803  Right to wind up partnership business.--

(1)  After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but, upon application of any partner, partner's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.

(2)  The legal representative of the last surviving partner may wind up a partnership's business.

(3)  A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to s. 620.8807, settle disputes by mediation or arbitration, and perform any other necessary acts.

History.--s. 13, ch. 95-242.

620.8804  Partner's power to bind partnership after dissolution.--Subject to s. 620.8805, a partnership is bound by a partner's act after dissolution which:

(1)  Is appropriate for winding up the partnership business; or

(2)  Would have bound the partnership under s. 620.8301 before dissolution if any other party to the transaction did not have notice of the dissolution.

History.--s. 13, ch. 95-242.

620.8805  Statement of dissolution.--

(1)  After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating:

(a)  The name of the partnership, as identified in the records of the Department of State; and

(b)  That the partnership has dissolved and is winding up its business.

(2)  A statement of dissolution cancels a filed statement of partnership authority for purposes of s. 620.8303(3) and is a limitation on authority for purposes of s. 620.8303(4).

(3)  For purposes of ss. 620.8301 and 620.8804, a person who is not a partner is deemed to have notice of a dissolution, and the limitation on the partners' authority as a result of the statement of dissolution, 90 days after it is filed.

(4)  After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner, as provided in s. 620.8303(3) and (4), in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

History.--s. 13, ch. 95-242; s. 16, ch. 99-285.

620.8806  Partner's liability to other partners after dissolution.--

(1)  Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner's share of any partnership liability incurred under s. 620.8804.

(2)  A partner who, with knowledge of the dissolution, incurs a partnership liability under s. 620.8804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

History.--s. 13, ch. 95-242; s. 17, ch. 99-285.

620.8807  Settlement of accounts and contributions among partners.--

(1)  In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership's obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2).

(2)  Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under s. 620.8306. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.

(3)  If a partner fails to contribute the full amount required under subsection (2), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under s. 620.8306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under s. 620.8306.

(4)  After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under s. 620.8306.

(5)  The estate of a deceased partner is liable for such partner's obligation to contribute to the partnership.

(6)  An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

History.--s. 13, ch. 95-242; s. 18, ch. 99-285.

620.8901  Definitions; ss. 620.8901-620.8908.--For purposes of ss. 620.8901-620.8908:

(1)  "General partner" means a partner in a partnership and a general partner in a limited partnership.

(2)  "Limited partner" means a limited partner in a limited partnership.

(3)  "Limited partnership" means a limited partnership created under the Florida Revised Uniform Limited Partnership Act, as amended, predecessor law, or the comparable law of any other jurisdiction.

(4)  "Partner" includes both a general partner and a limited partner.

History.--s. 13, ch. 95-242.

620.8902  Conversion of partnership to limited partnership.--

(1)  A partnership may be converted to a limited partnership pursuant to this section.

(2)  The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.

(3)  After a conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:

(a)  A statement that the partnership was converted to a limited partnership from a partnership.

(b)  Its former name.

(c)  A statement of the number of votes cast by the partners by number, class, and percentage for and against the conversion and, if the vote is less than unanimous, the number, class, and percentage required to approve the conversion under the partnership agreement.

(4)  A conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.

(5)  A general partner who becomes a limited partner as a result of a conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If a party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Florida Revised Uniform Limited Partnership Act, as amended.

(6)  Prompt notice of a conversion of a partnership to a limited partnership, together with a copy of this section, shall be given to each partner.

History.--s. 13, ch. 95-242.

620.8903  Conversion of limited partnership to partnership.--

(1)  A limited partnership may be converted to a partnership pursuant to this section.

(2)  Notwithstanding any provision in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

(3)  After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.

(4)  A conversion takes effect when the certificate of limited partnership is canceled.

(5)  A limited partner who becomes a general partner as a result of a conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in s. 620.8306(3), the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

History.--s. 13, ch. 95-242; s. 19, ch. 99-285.

620.8904  Effect of conversion; entity unchanged.--

(1)  A partnership or limited partnership that has been converted pursuant to s. 620.8902 or s. 620.8903 is for all purposes the same entity that existed before the conversion.

(2)  When a conversion takes effect:

(a)  Title to all real estate and other property owned by the converting partnership or limited partnership is vested in the converted entity without reversion or impairment; and

(b)  All liabilities and obligations of the converting partnership or limited partnership continue as liabilities and obligations of the converted entity.

(c)  The surviving partnership or limited partnership shall record a certified copy of the certificate of limited partnership, or the cancellation of the certificate of limited partnership, as applicable, in any county in which the partnership holds an interest in real property.

(3)  A claim existing or action or proceeding pending by or against a converting partnership or limited partnership may be continued as if the conversion had not occurred.

(4)  Neither the rights of creditors of a converting partnership or limited partnership nor any liens upon the property of a converting partnership or limited partnership are impaired by a conversion.

History.--s. 13, ch. 95-242; s. 20, ch. 99-285; s. 5, ch. 2000-298.

620.8905  Merger of partnerships.--

(1)  Pursuant to a plan of merger approved as provided in subsection (3), a partnership may be merged with one or more partnerships or limited partnerships.

(2)  A plan of merger must set forth:

(a)  The name and state of organization of each partnership or limited partnership which is a party to the merger;

(b)  The name and state of organization of the surviving entity into which the partnerships or limited partnerships will merge;

(c)  Whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(d)  The terms and conditions of the merger;

(e)  The manner and basis of converting the interests of each partner of a party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and

(f)  The street address of the surviving entity's chief executive office.

(3)  A plan of merger must be approved:

(a)  In the case of a partnership which is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and

(b)  In the case of a limited partnership which is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized or, in the absence of such law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

(4)  After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(5)  The merger takes effect on the later of:

(a)  Approval of a plan of merger by all parties to the merger, as provided in subsection (3);

(b)  Filing all documents required by law to be filed as a condition to the effectiveness of the merger; or

(c)  Any effective date specified in the plan of merger.

(6)  Prompt notice of the merger, together with a copy of this section, shall be given to each partner.

History.--s. 13, ch. 95-242.

620.8906  Effect of merger.--

(1)  When a merger takes effect:

(a)  The separate existence of every partnership or limited partnership which is a party to the merger, other than the surviving entity, ceases;

(b)  Title to all real estate and other property, or any interest therein, owned by each of the domestic merged partnerships or limited partnerships vests in the surviving entity without reversion or impairment. The surviving entity shall record a certified copy of the articles of merger in any county in which a merging entity holds an interest in real property.

(c)  All liabilities and obligations of each partnership or limited partnership which is a party to the merger become the liabilities and obligations of the surviving entity;

(d)  A claim existing or action or proceeding pending by or against a partnership or limited partnership which is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding;

(e)  Neither the rights of creditors of a converting partnership or limited partnership nor any liens upon the property of any party to the merger are impaired by such merger; and

(f)  Each partner of a party to the merger is entitled only to the rights provided in the plan of merger.

(2)  Service of process in an action against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger shall be as provided in chapter 48, unless the surviving entity is a foreign limited partnership which elects to register with the Department of State as provided in s. 620.169.

(3)  A partner of the surviving partnership or limited partnership is liable for:

(a)  All obligations of a party to the merger for which the partner was personally liable before the merger;

(b)  All other obligations of the surviving entity incurred before the merger by a party to the merger, but such obligations may be satisfied only out of property of the surviving entity; and

(c)  Except as otherwise provided in s. 620.8306, all obligations of the surviving entity incurred after the merger takes effect, but such obligations may be satisfied only out of property of the surviving entity if the partner is a limited partner.

(4)  If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of such party immediately before the effective date of the merger shall contribute the amount necessary to satisfy such party's obligations to the surviving entity, in the manner provided in s. 620.8807 or in ss. 620.136 and 620.148, as if the merged party were dissolved.

(5)  A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which such partner was a partner as of the date the merger takes effect. The surviving entity shall cause such partner's interest in the entity to be purchased under s. 620.8701 or other statute specifically applicable to such partner's interest with respect to a merger. The surviving entity is bound under s. 620.8702 by an act of a general partner who is dissociated under this subsection, and such partner is liable under s. 620.8703 for transactions entered into by the surviving entity after the merger takes effect.

History.--s. 13, ch. 95-242; s. 21, ch. 99-285; s. 6, ch. 2000-298.

620.8907  Statement of merger.--

(1)  After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.

(2)  A statement of merger must contain:

(a)  The name of each partnership or limited partnership, as identified in the records of the Department of State, that is a party to the merger;

(b)  The name of the surviving entity into which the partnerships or limited partnerships were merged;

(c)  The street address of the surviving entity's chief executive office and of an office in this state, if any; and

(d)  Whether the surviving entity is a partnership or a limited partnership.

(3)  If a statement of merger presented for filing discloses that one or more parties to the merger is a limited partnership, as a condition to filing the statement of merger, there must be prior compliance by each such limited partnership with the filing requirements of s. 620.108, s. 620.109, s. 620.116, or s. 620.169, as applicable.

(4)  For the purposes of s. 620.8302, personal property of a surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(5)  A filed and, if appropriate, recorded statement of merger, executed and affirmed to be accurate pursuant to s. 620.8105(6), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (2), operates with respect to the partnerships or limited partnerships named to the extent provided in subsection (4).

History.--s. 13, ch. 95-242; s. 22, ch. 99-285.

620.8908  Nonexclusive.--Sections 620.8901-620.8907 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

History.--s. 13, ch. 95-242.

620.9001  Statement of qualification.--

(1)  A partnership may become a limited liability partnership pursuant to this section.

(2)  The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.

(3)  After the approval required by subsection (2), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:

(a)  The name of the partnership as identified in the records of the Department of State;

(b)  The street address of the partnership's chief executive office and, if different, the street address of its principal office in this state, if there is one;

(c)  The name and street address of the partnership's agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state;

(d)  A statement that the partnership elects to be a limited liability partnership; and

(e)  A deferred effective date, if any.

(4)  The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.

(5)  The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3).

(6)  The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(7)  An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

History.--s. 23, ch. 99-285.

620.9002  Name.--The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."

History.--s. 24, ch. 99-285.

620.9003  Annual report.--

(1)  A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains:

(a)  The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(b)  The current street address of the partnership's chief executive office and, if different, the current street address of its principal office in this state, if there is one;

(c)  The partnership's Federal Employer Identification Number, if any, or, if none, whether one has been applied for; and

(d)  The name and street address of the partnership's current agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state.

(2)  An annual report must be filed between January 1 and May 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.

(3)  The Secretary of State may administratively revoke the statement of qualification of a partnership that fails to file an annual report when due or to pay the required filing fee. The Secretary of State shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice is effective 5 days after it is deposited in the United States mail addressed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the date on or after which the revocation will become effective. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.

(4)  A revocation under subsection (3) affects only a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

(5)  A partnership whose statement of qualification has been administratively revoked may apply to the Secretary of State for reinstatement within 2 years after the effective date of the revocation. The application must state:

(a)  The name of the partnership and the effective date of the revocation; and

(b)  That the ground for revocation either did not exist or has been corrected.

(6)  A reinstatement under subsection (5) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

History.--s. 25, ch. 99-285.

620.9101  Law governing foreign limited liability partnership.--

(1)  The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

(2)  A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this state.

(3)  A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.

History.--s. 26, ch. 99-285.

620.9102  Statement of foreign qualification.--

(1)  Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement of foreign qualification. The statement must contain:

(a)  The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP";

(b)  The street address of the partnership's chief executive office and, if different, the street address of its principal office in this state, if there is one;

(c)  The name and street address of the partnership's agent for service of process who must be an individual resident of this state or other person authorized to do business in this state; and

(d)  A deferred effective date, if any.

(2)  The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.

(3)  An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

History.--s. 27, ch. 99-285.

620.9103  Effect of failure to qualify.--

(1)  A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.

(2)  The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.

(3)  Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.

(4)  If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the Secretary of State may accept substituted service of process, pursuant to the provisions of s. 48.181 with respect to actions arising out of the transaction of business in this state.

History.--s. 28, ch. 99-285.

620.9104  Activities not constituting transacting business.--

(1)  Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include:

(a)  Maintaining, defending, or settling an action or proceeding;

(b)  Holding meetings of its partners or carrying on any other activity concerning its internal affairs;

(c)  Maintaining bank accounts;

(d)  Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;

(e)  Selling through independent contractors;

(f)  Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g)  Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

(h)  Securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(i)  Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and

(j)  Transacting business in interstate commerce.

(2)  For purposes of this act, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.

(3)  This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.

History.--s. 29, ch. 99-285.

620.9105  Action by Attorney General.--The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of ss. 620.9101-620.9104.

History.--s. 30, ch. 99-285.

620.9901  Applicability.--

(1)  Beginning January 1, 1996, and ending January 1, 1998, the Revised Uniform Partnership Act of 1995 governs only a partnership formed:

(a)  On or after January 1, 1996, unless such partnership is continuing the business of a dissolved partnership under former s. 620.76; and

(b)  Before January 1, 1996, which elects, as provided in subsection (3), to be governed by the Revised Uniform Partnership Act of 1995.

(2)  Effective January 1, 1998, the Revised Uniform Partnership Act of 1995 governs all partnerships.

(3)  Beginning January 1, 1996, and ending January 1, 1998, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law providing for amending the partnership agreement, to be governed by the Revised Uniform Partnership Act of 1995. The provisions of the Revised Uniform Partnership Act of 1995 relating to liability of a partnership's partners to third parties apply to limit such partners' liability to a third party who had done business with the partnership within 1 year preceding the partnership's election to be governed by the Revised Uniform Partnership Act of 1995, only if the third party knows or has received a notification of the partnership's election to be governed by the Revised Uniform Partnership Act of 1995.

History.--s. 14, ch. 95-242; s. 34, ch. 99-285; s. 43, ch. 2001-63.

Note.--Former s. 620.90.

620.9902  Saving clause.--The Revised Uniform Partnership Act of 1995 does not affect any action or proceeding commenced or any right accrued before January 1, 1996.

History.--s. 15, ch. 95-242; s. 35, ch. 99-285.

Note.--Former s. 620.91.