The Florida Senate

620.2204  Application to existing relationships.--

(1)  Before January 1, 2007, this act governs only:

(a)  A limited partnership formed on or after January 1, 2006.

(b)  Except as otherwise provided in subsections (3) and (4), a limited partnership formed before January 1, 2006, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this act.

(2)  Except as otherwise provided in subsection (3), on and after January 1, 2007, this act governs all limited partnerships.

(3)  With respect to a limited partnership formed before January 1, 2006, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(a)  The provisions of s. 620.1104(3) do not apply and the limited partnership has whatever duration such limited partnership had under the law applicable immediately before January 1, 2006.

(b)  The limited partnership is not required to amend its certificate of limited partnership to comply with s. 620.1201(1)(d).

(c)  The provisions of ss. 620.1601 and 620.1602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before ¹July 1, 2005.

(d)  The provisions of ²s. 620.1603(4) do not apply.

(e)  The provisions of s. 620.1603(5) do not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2006.

(f)  The provisions of ³s. 620.1801(1)(c) do not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2006.

(4)  With respect to a limited partnership that elects pursuant to paragraph (1)(b) to be subject to this act, after the election takes effect the provisions of this act relating to the liability of the limited partnership's general partners to third parties apply:

(a)  Before January 1, 2007, to:

1.  A third party that had not done business with the limited partnership in the year before the election took effect.

2.  A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election.

(b)  On and after January 1, 2007, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (a)2.

History.--s. 17, ch. 2005-267.

¹Note.--Section 1206 of RE-RULPA (2001), as adopted by the National Conference of Commissioners on Uniform State Laws, provides for a date of "the effective date of this act." The Florida Bar drafting committee that prepared the bill containing this act has reported that the "July 1, 2005" date (instead of the effective date of the act referenced in the uniform law per the National Conference of Commissioners on Uniform State Laws) was the result of a clerical oversight and that it will attempt to correct this reference in future legislation.

²Note.--Substituted by the editors for a reference to s. 620.603(4), which does not exist; s. 620.1603 relates to dissociation of a general partner, and subsection (4) of that section relates to expulsion of a general partner.

³Note.--Substituted by the editors for a reference to s. 620.1801(3), which does not exist; s. 620.1801(1)(c) relates to the dissociation of a general partner and consent to continue or dissolve the limited partnership.