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The Florida Senate

2024 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 620 PARTNERSHIP LAWS Entire Chapter
PART I
FLORIDA REVISED UNIFORM LIMITED PARTNERSHIP ACT OF 2005
(ss. 620.1101-620.2205)
PART I

FLORIDA REVISED UNIFORM LIMITED PARTNERSHIP ACT OF 2005

620.1101
Popular name.
620.1102
Definitions.
620.1103
Knowledge and notice.
620.1104
Nature, purpose, and duration of entity.
620.1105
Powers.
620.1106
Governing law.
620.1107
Supplemental principles of law; rate of interest.
620.1108
Name.
620.11085
Reserved name.
620.1109
Department of State; fees.
620.1110
Effect of partnership agreement; nonwaivable provisions.
620.1111
Required information.
620.1112
Business transactions of partner with partnership.
620.1113
Dual capacity.
620.1114
Designated office, registered office, and registered agent.
620.1115
Change of registered agent or registered office.
620.1116
Resignation of registered agent.
620.1117
Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership.
620.1118
Consent and proxies of partners.
620.1201
Formation of limited partnership; certificate of limited partnership.
620.1202
Amendment or restatement of certificate.
620.1203
Certificate of dissolution; statement of termination.
620.1204
Signing of records.
620.1205
Signing and filing pursuant to judicial order.
620.1206
Delivery to and filing of records by Department of State; effective time and date; notice.
620.1207
Correcting filed record.
620.1208
Liability for false information in filed record.
620.1209
Certificate of status.
620.1210
Annual report for Department of State.
620.1301
Becoming limited partner.
620.1302
No right or power as limited partner to bind limited partnership; certain approval rights.
620.1303
No liability as limited partner for limited partnership obligations.
620.1304
Right of limited partner and former limited partner to information.
620.1305
Limited duties of limited partners.
620.1306
Person erroneously believing self to be limited partner.
620.1401
Becoming general partner.
620.1402
General partner agent of limited partnership.
620.1403
Limited partnership liable for general partner’s actionable conduct.
620.1404
General partner’s liability.
620.1405
Actions by and against partnership and partners.
620.1406
Management rights of general partner; approval rights of other partners.
620.1407
Right of general partner and former general partner to information.
620.1408
General standards of conduct for general partner.
620.1501
Form of contribution.
620.1502
Liability for contribution.
620.1503
Sharing of profits, losses, and distributions.
620.1504
Interim distributions.
620.1505
No distribution on account of dissociation.
620.1506
Distribution in kind.
620.1507
Right to distribution.
620.1508
Limitations on distribution.
620.1509
Liability for improper distributions.
620.1601
Dissociation as limited partner.
620.1602
Effect of dissociation as limited partner.
620.1603
Dissociation as general partner.
620.1604
Person’s power to dissociate as general partner; wrongful dissociation.
620.1605
Effect of dissociation as general partner.
620.1606
Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
620.1607
Liability to other persons of person dissociated as general partner.
620.1701
Partner’s transferable interest; certificates.
620.1702
Transfer of partner’s transferable interest.
620.1703
Rights of creditor of partner or transferee.
620.1704
Power of estate of deceased partner.
620.1801
Nonjudicial dissolution.
620.1802
Judicial dissolution.
620.1803
Winding up.
620.1804
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
620.1805
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
620.1806
Known claims against dissolved limited partnership.
620.1807
Unknown claims against dissolved limited partnership.
620.1808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
620.1809
Administrative dissolution.
620.1810
Reinstatement following administrative dissolution.
620.1811
Appeal from denial of reinstatement.
620.1812
Revocation of dissolution.
620.1813
Disposition of assets; when contributions required.
620.1901
Governing law regarding foreign limited partnerships.
620.1902
Application for certificate of authority.
620.1903
Activities not constituting transacting business.
620.1904
Filing of certificate of authority.
620.1905
Noncomplying name of foreign limited partnership.
620.1906
Revocation of certificate of authority.
620.1907
Cancellation of certificate of authority; effect of failure to have certificate.
620.1908
Action by Attorney General.
620.1909
Reinstatement following administrative revocation.
620.1910
Amending certificate of authority.
620.2001
Direct action by partner.
620.2002
Derivative action.
620.2003
Proper plaintiff.
620.2004
Pleading.
620.2005
Proceeds and expenses.
620.2101
Definitions.
620.2102
Conversion.
620.2103
Action on plan of conversion by converting limited partnership.
620.2104
Filings required for conversion; effective date.
620.2105
Effect of conversion.
620.2106
Merger.
620.2107
Action on plan of merger by constituent limited partnership.
620.2108
Filings required for merger; effective date.
620.2109
Effect of merger.
620.2110
Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
620.2111
Liability of general partner after conversion or merger.
620.2112
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
620.2113
Appraisal rights; definitions.
620.2114
Right of limited partners to appraisal.
620.2115
Assertion of rights by nominees and beneficial owners.
620.2116
Notice of appraisal rights.
620.2117
Notice of intent to demand payment.
620.2118
Appraisal notice and form.
620.2119
Perfection of rights; right to withdraw.
620.2120
Limited partner’s acceptance of limited partnership’s offer.
620.2121
Procedure if limited partner is dissatisfied with offer.
620.2122
Court action.
620.2123
Court costs and counsel fees.
620.2124
Limitation on limited partnership payment.
620.2125
Application of other laws to provisions governing conversions and mergers.
620.2201
Uniformity of application and construction.
620.2202
Severability clause.
620.2203
Relation to Electronic Signatures in Global and National Commerce Act.
620.2204
Application to existing relationships.
620.2205
Savings clause.