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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 620 PARTNERSHIP LAWS Entire Chapter
SECTION 2119
Perfection of rights; right to withdraw.
F.S. 620.2119
620.2119 Perfection of rights; right to withdraw.—
(1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in the case of certificated partnership interests and the limited partnership so requires, deposit the limited partner’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 620.2118(2)(b)2. Once a limited partner deposits that limited partner’s certificates or, in the case of uncertificated partnership interests, returns the executed form described in s. 620.2118(2), the limited partner loses all rights as a limited partner, unless the limited partner withdraws pursuant to subsection (3). Upon receiving a demand for payment from a limited partner who holds an uncertificated partnership interest, the limited partnership shall make an appropriate notation of the demand for payment in its records.
(2) The limited partnership may restrict the transfer of such limited partner interests from the date the limited partner delivers the items required by subsection (1).
(3) A limited partner who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited partnership in writing by the date set forth in the appraisal notice pursuant to s. 620.2118(2)(b)7. A limited partner who fails to so withdraw from the appraisal process may not thereafter withdraw without the limited partnership’s written consent.
(4) A limited partner who does not execute and return the form and, in the case of certificated partnership interests, deposit that limited partner’s certificates, if so required by the limited partnership, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this act.
(5) If the limited partner’s right to receive fair value is terminated other than by the purchase of the limited partner interest by the limited partnership, all rights of the limited partner, with respect to such limited partner interest, shall be reinstated effective as of the date the limited partner delivered the items required by subsection (1), including the right to receive any intervening payment or other distribution with respect to such partnership interests, 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 limited partnership, the fair value thereof in cash as determined by the limited partnership 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 limited partner delivered the items required by subsection (1).
History.—s. 17, ch. 2005-267.