Senate Bill 1430c1
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Florida Senate - 1999 CS for SB 1430
By the Committee on Judiciary and Senator Silver
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1 A bill to be entitled
2 An act relating to partnership filings
3 administered by the Department of State;
4 amending s. 620.8101, F.S.; defining the terms
5 "foreign limited liability partnership" and
6 "limited liability partnership" and redefining
7 the term "statement"; amending ss. 620.8103,
8 620.8105, 620.81055, 620.8106, 620.8201,
9 620.8303, 620.8304, 620.8306, 620.8307,
10 620.8701, 620.8702, 620.8703, 620.8704,
11 620.8801, 620.8805, 620.8806, 620.8807,
12 620.8903, 620.8904, 620.8906, 620.8907, F.S.;
13 conforming statutory cross-references;
14 providing for registration requirements;
15 providing document filing fees; providing for
16 governing law; providing for partners'
17 liability; providing for actions for and
18 against partners; providing for purchase of
19 dissociated interests; providing for settlement
20 and contribution; providing for conversions;
21 providing for the effect of merger; creating
22 ss. 620.9001, 620.9002, 620.9003, 620.9101,
23 620.9102, 620.9103, 620.9104, 620.9105,
24 620.187, F.S.; adopting the model act
25 provisions of the limited liability partnership
26 act into the Revised Uniform Partnership Act of
27 1995; providing for statement of qualification,
28 name, annual report, statement of foreign
29 qualification, effect of failure to qualify,
30 activities not constituting transacting
31 business, action by Attorney General, and
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1 limited liability limited partnerships;
2 amending s. 865.09, F.S.; requiring
3 reregistration of a fictitious name upon
4 relocation of a business; providing for
5 conditions for exemption from fictitious name
6 registration; providing for the use of
7 corporate names; redesignating s. 620.90, F.S.,
8 as s. 620.9901, F.S., relating to
9 applicability; redesignating s. 620.91, F.S.,
10 as s. 620.9902, F.S., relating to a saving
11 clause; repealing ss. 620.78, 620.781, 620.782,
12 620.783, 620.784, 620.7851, 620.786, 620.787,
13 620.788, 620.7885, 620.7887, 620.789, F.S.,
14 relating to registered limited liability
15 partnerships; providing for a waiver of
16 protection from liability of the partners in
17 certain limited liability partnerships;
18 providing limitations on the amount of such
19 liability; providing an effective date.
20
21 Be It Enacted by the Legislature of the State of Florida:
22
23 Section 1. Section 620.8101, Florida Statutes, is
24 amended to read:
25 620.8101 Definitions.--As used provided in this act,
26 the term:
27 (1) "Act" means the Revised Uniform Partnership Act of
28 1995, consisting of ss. 620.81001-620.9902 ss.
29 620.81001-620.8908.
30 (2) "Business" means any trade, occupation,
31 profession, or investment activity.
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1 (3) "Debtor in bankruptcy" means a person who is the
2 subject of:
3 (a) An order for relief under Title 11, United States
4 Code, or a comparable order under a successor statute of
5 general application; or
6 (b) A comparable order under federal or state law
7 governing insolvency.
8 (4) "Distribution" means a transfer of money or other
9 property from a partnership to a partner in the partner's
10 capacity as a partner or to the partner's transferee.
11 (5) "Foreign limited liability partnership" means a
12 partnership that is formed under laws other than the laws of
13 this state and has the status of a limited liability
14 partnership under those laws.
15 (6) "Limited liability partnership" means a
16 partnership that has filed a statement of qualification under
17 s. 620.9001 and has not filed a similar statement in any other
18 jurisdiction.
19 (7)(5) "Partnership" means an association of two or
20 more persons to carry on as coowners a business for profit
21 formed under s. 620.8202, predecessor law, or the comparable
22 law of another jurisdiction.
23 (8)(6) "Partnership agreement" means an agreement,
24 whether written, oral, or implied, among the partners
25 concerning the partnership, including amendments to the
26 partnership agreement.
27 (9)(7) "Partnership at will" means a partnership in
28 which the partners have not agreed to remain partners until
29 the expiration of a definite term or the completion of a
30 particular undertaking.
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1 (10)(8) "Partnership interest" or "partner's interest
2 in the partnership" means all of a partner's interests in the
3 partnership, including the partner's transferable interest and
4 all management and other rights.
5 (11)(9) "Person" means an individual, corporation,
6 business trust, estate, trust, partnership, limited
7 partnership, association, joint venture, limited liability
8 company, government, governmental subdivision, agency, or
9 instrumentality, or any other legal or commercial entity.
10 (12)(10) "Property" means all property, real,
11 personal, or mixed, tangible or intangible, or any interest
12 therein.
13 (13)(11) "Registration" or "registration statement"
14 means a partnership registration statement filed with the
15 Department of State under s. 620.8105.
16 (14)(12) "State" means a state of the United States,
17 the District of Columbia, the Commonwealth of Puerto Rico, or
18 any territory or insular possession subject to the
19 jurisdiction of the United States.
20 (15)(13) "Statement" means a statement of partnership
21 authority under s. 620.8303, a statement of denial under s.
22 620.8304, a statement of dissociation under s. 620.8704, a
23 statement of dissolution under s. 620.8805, a statement of
24 merger under s. 620.8907, a statement of qualification under
25 s. 620.9001, a statement of foreign qualification under s.
26 620.9102, or an amendment or cancellation of any of the
27 foregoing.
28 (16)(14) "Transfer" includes an assignment,
29 conveyance, lease, mortgage, deed, or encumbrance.
30 Section 2. Subsection (2) of section 620.8103, Florida
31 Statutes, is amended to read:
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1 620.8103 Effect of partnership agreement; nonwaivable
2 provisions.--
3 (2) The partnership agreement may not:
4 (a)1. Vary the rights and duties under s. 620.8105
5 except to eliminate the duty to provide copies of statements
6 to all of the partners;
7 (b) Vary the law applicable to a limited liability
8 partnership under s. 620.8106(2);
9 (c)2. Unreasonably restrict the right of access to
10 books and records under s. 620.8403(2) or to information under
11 s. 620.8403(3); and (3); or
12 (d)3. Eliminate the duty of loyalty under s.
13 620.8404(2) or s. 620.8603(2)(c), but:
14 1. The partnership agreement may identify specific
15 types or categories of activities that do not violate the duty
16 of loyalty, if not manifestly unreasonable;, or
17 2. All of the partners or a number or percentage
18 specified in the partnership agreement may authorize or
19 ratify, after full disclosure of all material facts, a
20 specific act or transaction that otherwise would violate the
21 duty of loyalty;
22 (e)(b) Unreasonably reduce the duty of care under s.
23 620.8404(3) or s. 620.8603(2)(c);
24 (f)(c) Eliminate the obligation of good faith and fair
25 dealing under s. 620.8404(4), but the partnership agreement
26 may prescribe the standards by which the performance of the
27 obligation is to be measured if the standards are not
28 manifestly unreasonable;
29 (g)(d) Vary the power to dissociate as a partner under
30 s. 620.8602(1), except to require the notice under s.
31 620.8601(1) to be in writing;
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1 (h)(e) Vary the right of a court to expel a partner
2 under the events specified in s. 620.8601(5);
3 (i)(f) Vary the requirement to wind up the partnership
4 business in cases specified in s. 620.8801(4), (5), or (6) s.
5 620.8601(4), (5), or (6);
6 (j)(g) Change the notice provisions contained in s.
7 620.8902(6) or s. 620.8905(6); or
8 (k)(h) Restrict rights of third parties under this
9 act.
10 Section 3. Subsections (1), (4), (5), and (7) of
11 section 620.8105, Florida Statutes, are amended to read:
12 620.8105 Execution, filing, and recording of
13 partnership registration and other statements.--
14 (1) A partnership may file a partnership registration
15 statement with the Department of State, which must include:
16 (a) The name of the partnership, which is must be
17 filed for purpose of public notice only and creates shall
18 create no presumption of ownership beyond that which is
19 created under the common law and which shall be recorded by
20 the Department of State without regard to any other name
21 recordation.
22 (b) The street address of the chief executive office
23 of the partnership and the street address of the principal
24 office of the partnership in this state, if there is one.
25 (c)1. The names and mailing addresses of all partners
26 of the partnership; or
27 2. The name and street address of an agent in this
28 state appointed and maintained by the partnership, who shall
29 maintain a list of the names and mailing addresses of all of
30 the partners of the partnership and, on request for good cause
31 shown, shall make the list available to any person at an
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1 office open from at least 10 a.m. to 12 noon each day, except
2 Saturdays, Sundays, and legal holidays.
3 (d) Pursuant to s. 119.092, the partnership's federal
4 employer identification number.
5 (e) The name and recorded document number in this
6 state of a partner or agent named pursuant to subparagraph
7 (c)2. that is a person other than an individual.
8 (4) Except as provided in s. 620.8304 or s. 620.8704,
9 a statement may be filed with the Department of State only if
10 the partnership has filed a registration statement pursuant to
11 subsection (1). If otherwise sufficient, a certified copy of
12 a statement that is filed in a jurisdiction other than this
13 state may be filed with the Department of State in lieu of an
14 original statement. Any such filing has the effect provided
15 in this act with respect to partnership property located in,
16 or transactions that occur in, this state.
17 (5) A partnership registration statement or other
18 statement must be delivered to the Department of State for
19 filing, which may be accomplished by include electronic filing
20 pursuant to s. 15.16 and must be typewritten or legibly
21 printed in the English language.
22 (7) A partnership may amend or cancel its
23 registration, and a person authorized by this act to file a
24 statement of partnership authority, a statement of denial, a
25 statement of dissociation, a statement of dissolution, a
26 statement of merger, a statement of qualification, or a
27 statement of foreign qualification may amend or cancel such
28 the statement, by filing an amendment or cancellation that:
29 (a) Identifies the partnership and the statement being
30 amended or canceled; and
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1 (b) States the substance of what is being amended or
2 canceled.
3 Section 4. Subsection (1) of section 620.81055,
4 Florida Statutes, 1998 Supplement, is amended to read:
5 620.81055 Fees for filing documents and issuing
6 certificates; powers of the Department of State.--
7 (1) The Department of State shall collect the
8 following fees when documents authorized by this act are
9 delivered to the Department of State for filing:
10 (a) Partnership registration statement: $50.
11 (b) Statement of partnership authority: $25.
12 (c) Statement of denial: $25.
13 (d) Statement of dissociation: $25.
14 (e) Statement of dissolution: $25.
15 (f) Statement of qualification: $25.
16 (g) Statement of foreign qualification: $25.
17 (h) Limited liability partnership annual report: $25.
18 (i)(f) Statement of merger for each party thereto:
19 $25.
20 (j)(g) Amendment to any statement or registration:
21 $25.
22 (k)(h) Cancellation of any statement or registration:
23 $25.
24 (l)(i) Certified copy of any recording or part
25 thereof: $52.50.
26 (m)(j) Certificate of status: $8.75.
27 (n)(k) Any other document required or permitted to be
28 filed by this act: $25.
29 Section 5. Section 620.8106, Florida Statutes, is
30 amended to read:
31 620.8106 Governing law governing internal relations.--
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1 (1) Except as otherwise provided in subsection (2),
2 the law of the jurisdiction in which a partnership has its
3 chief executive office governs relations among partners and
4 between the partners and a partnership.
5 (2) The law of this state governs relations among the
6 partners and between the partners and the partnership and the
7 liability of partners for an obligation of a limited liability
8 partnership.
9 Section 6. Section 620.8201, Florida Statutes, is
10 amended to read:
11 620.8201 Partnership as entity.--
12 (1) A partnership is an entity distinct from its
13 partners.
14 (2) A limited liability partnership continues to be
15 the same entity that existed before the filing of a statement
16 of qualification under s. 620.9001.
17 Section 7. Subsection (2) of section 620.8303, Florida
18 Statutes, is amended to read:
19 620.8303 Statement of partnership authority.--
20 (2) If a filed statement of partnership authority is
21 executed pursuant to s. 620.8105(6) s. 620.8105(3) and states
22 the name of the partnership but does not contain all of the
23 other information required by subsection (1), the statement
24 nevertheless operates with respect to a person not a partner
25 as provided in subsections (3) and (4).
26 Section 8. Subsection (3) of section 620.8304, Florida
27 Statutes, is amended to read:
28 620.8304 Statement of denial.--
29 (3) A statement of denial is a limitation on authority
30 as provided in s. 620.8303(3) and (4) s. 620.8303(5) and (6).
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1 Section 9. Section 620.8306, Florida Statutes, is
2 amended to read:
3 620.8306 Partner's liability.--
4 (1) Except as otherwise provided in subsections (2)
5 and (3) subsection (2), all partners are liable jointly and
6 severally for all obligations of the partnership unless
7 otherwise agreed by a claimant or provided by law.
8 (2) A person admitted as a partner into an existing
9 partnership is not personally liable for any partnership
10 obligation incurred before the person's admission as a
11 partner.
12 (3) An obligation of a partnership incurred while the
13 partnership is a limited liability partnership, whether
14 arising in contract, tort, or otherwise, is solely the
15 obligation of the partnership. A partner is not personally
16 liable, directly or indirectly, by way of contribution or
17 otherwise, for such an obligation solely by reason of being or
18 so acting as a partner. This subsection applies
19 notwithstanding anything inconsistent in the partnership
20 agreement that existed immediately before the vote required to
21 become a limited liability partnership under s. 620.9001(2).
22 Section 10. Subsections (2) and (4) of section
23 620.8307, Florida Statutes, are amended to read:
24 620.8307 Actions by and against partnership and
25 partners.--
26 (2) An action may be brought against the partnership
27 and, to the extent not inconsistent with s. 620.8306, any or
28 all of the partners in the same action or in separate actions.
29 (4) A judgment creditor of a partner may perfect a
30 judgment lien but may not proceed against or otherwise levy or
31 execute against the assets of the partner to satisfy a
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1 judgment arising from a partnership obligation or liability
2 unless the partner is personally liable for the claim under s.
3 620.8306 and:
4 (a) A judgment based on the same claim has been
5 obtained against the partnership and a writ of execution on
6 the judgment has been returned unsatisfied in whole or in
7 part;
8 (b) The partnership is a debtor in bankruptcy;
9 (c) The partner has agreed that the creditor need not
10 exhaust partnership assets;
11 (d) A court grants permission to the judgment creditor
12 to proceed against or otherwise levy or execute against the
13 assets of a partner based on a finding that partnership assets
14 subject to execution are clearly insufficient to satisfy the
15 judgment, that exhaustion of partnership assets is excessively
16 burdensome, or that the grant of permission is an appropriate
17 exercise of the court's equitable powers; or
18 (e) Liability is imposed on the partner by law or
19 contract independent of the existence of the partnership.
20 Section 11. Subsection (2) of section 620.8701,
21 Florida Statutes, is amended to read:
22 620.8701 Purchase of dissociated partner's interest.--
23 (2) The buyout price of a dissociated partner's
24 interest is the amount that would have been distributable to
25 the dissociating partner under s. 620.8807(2) if, on the date
26 of dissociation, the assets of the partnership were sold at a
27 price equal to the greater of the liquidation value of the
28 assets or the value of the assets based upon a sale of the
29 entire business as a going concern without having the
30 dissociated partner and the partnership were wound wind up as
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1 of such date. Interest must be paid from the date of
2 dissociation to the date of payment.
3 Section 12. Subsection (1) of section 620.8702,
4 Florida Statutes, is amended to read:
5 620.8702 Dissociated partner's power to bind and
6 liability to partnership.--
7 (1) For 1 year after a partner dissociates without
8 resulting in a dissolution and winding up of the partnership
9 business, the partnership, including a surviving partnership
10 under ss. 620.8901-620.8908, is bound by an act of the
11 dissociated partner which would have bound the partnership
12 under s. 620.8301 before dissociation only if, at the time of
13 entering into the transaction, the other party:
14 (a) Reasonably believed that the dissociated partner
15 was then a partner;
16 (b) Did not have notice of the partner's dissociation;
17 and
18 (c) Is not deemed to have had knowledge under s.
19 620.8303(4) s. 620.8303(5) or notice under s. 620.8704(4).
20 Section 13. Subsection (2) of section 620.8703,
21 Florida Statutes, is amended to read:
22 620.8703 Dissociated partner's liability to other
23 persons.--
24 (2) A partner who dissociates without resulting in a
25 dissolution and winding up of the partnership business is
26 liable as a partner to any other party to a transaction
27 entered into by the partnership, or a surviving partnership
28 under ss. 620.8901-620.8908, within 1 year after the partner's
29 dissociation only if the partner is liable for the obligation
30 under s. 620.8306 and, at the time of entering into the
31 transaction, the other party:
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1 (a) Reasonably believed that the dissociated partner
2 was then a partner;
3 (b) Did not have notice of the partner's dissociation;
4 and
5 (c) Is not deemed to have had knowledge under s.
6 620.8303(4) s. 620.8301(5) or notice under s. 620.8704(4).
7 Section 14. Subsection (3) of section 620.8704,
8 Florida Statutes, is amended to read:
9 620.8704 Statement of dissociation.--
10 (3) A statement of dissociation is a limitation on the
11 authority of a dissociated partner for purposes of s.
12 620.8303(4) and (5) s. 620.8303(5) and (6).
13 Section 15. Section 620.8801, Florida Statutes, is
14 amended to read:
15 620.8801 Events causing dissolution and winding up of
16 partnership business.--A partnership is dissolved, and its
17 business must be wound up, only upon the occurrence of any of
18 the following events:
19 (1) In a partnership at will, the partnership's having
20 notice from a partner, other than a partner who is dissociated
21 under s. 620.8601(2)-(10), of such partner's express will to
22 withdraw as a partner, or withdraw on a later date specified
23 by the partner;
24 (2) In a partnership for a definite term or particular
25 undertaking:
26 (a) Within 90 days after a partner's dissociation by
27 death or otherwise under s. 620.8601(6)-(10) or wrongful
28 dissociation under s. 620.8602(2), the express will of at
29 least half of the remaining partners to wind up the
30 partnership business, for which purpose a partner's rightful
31 dissociation pursuant to s. 620.8602(2)(b)1. constitutes the
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1 expression of that partner's will to wind up the partnership
2 business; The expiration of 90 days after a partner's
3 dissociation by death or otherwise under s. 620.8601(6)-(10)
4 or by wrongful dissociation under s. 620.8602(2), unless
5 before that time a majority in interest of the remaining
6 partners, including partners who have rightfully dissociated
7 pursuant to s. 620.8602(2)(b)1., agree to continue the
8 partnership;
9 (b) The express will of all of the partners to wind up
10 the partnership's business; or
11 (c) The expiration of the term or the completion of
12 the undertaking;
13 (3) An event agreed to in the partnership agreement
14 resulting in the winding up of the partnership business;
15 (4) An event which makes it unlawful for all or
16 substantially all of the business of the partnership to be
17 continued, provided, a cure of the illegality, within 90 days
18 after notice to the partnership of the event, is effective
19 retroactively to the date of the event for purposes of this
20 section;
21 (5) On application by a partner, a judicial
22 determination that:
23 (a) The economic purpose of the partnership is likely
24 to be unreasonably frustrated;
25 (b) Another partner has engaged in conduct relating to
26 the partnership business which makes it not reasonably
27 practicable to carry on the business in partnership with such
28 partner; or
29 (c) It is not otherwise reasonably practicable to
30 carry on the partnership business in conformity with the
31 partnership agreement; or
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1 (6) On application by a transferee of a partner's
2 transferable interest, a judicial determination that it is
3 equitable to wind up the partnership business:
4 (a) After the expiration of the term or completion of
5 the undertaking, if the partnership was for a definite term or
6 particular undertaking at the time of the transfer or entry of
7 the charging order that gave rise to the transfer; or
8 (b) At any time, if the partnership was a partnership
9 at will at the time of the transfer or entry of the charging
10 order that gave rise to the transfer.
11 Section 16. Subsections (2) and (4) of section
12 620.8805, Florida Statutes, are amended to read:
13 620.8805 Statement of dissolution.--
14 (2) A statement of dissolution cancels a filed
15 statement of partnership authority for purposes of s.
16 620.8303(3) s. 620.8305(5) and is a limitation on authority
17 for purposes of s. 620.8303(4) s. 620.8303(6).
18 (4) After filing and, if appropriate, recording a
19 statement of dissolution, a dissolved partnership may file
20 and, if appropriate, record a statement of partnership
21 authority that which will operate with respect to a person who
22 is not a partner, as provided in s. 620.8303(3) and (4) s.
23 620.8303(5) and (6), in any transaction, whether or not the
24 transaction is appropriate for winding up the partnership
25 business.
26 Section 17. Subsection (1) of section 620.8806,
27 Florida Statutes, is amended to read:
28 620.8806 Partner's liability to other partners after
29 dissolution.--
30 (1) Except as otherwise provided in subsection (2) and
31 s. 620.8306, after dissolution, a partner is liable to the
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1 other partners for the partner's share of any partnership
2 liability incurred under s. 620.8804.
3 Section 18. Subsections (2), (3), and (4) of section
4 620.8807, Florida Statutes, are amended to read:
5 620.8807 Settlement of accounts and contributions
6 among partners.--
7 (2) Each partner is entitled to a settlement of all
8 partnership accounts upon winding up the partnership business.
9 In settling accounts among the partners, any profits and
10 losses that which result from the liquidation of the
11 partnership assets must be credited and charged to the
12 partners' accounts. The partnership shall make a distribution
13 to a partner in an amount equal to any excess of the credits
14 over the charges in the partner's account but excluding from
15 the calculation charges attributable to an obligation for
16 which the partner is not personally liable under s. 620.8306.
17 A partner shall contribute to the partnership an amount equal
18 to any excess of the charges over the credits in the partner's
19 account.
20 (3) If a partner fails to contribute the full amount
21 required under subsection (2), all of the other partners shall
22 contribute, in the proportions in which those such partners
23 share partnership losses, the additional amount necessary to
24 satisfy the partnership obligations for which they are
25 personally liable under s. 620.8306. A partner or partner's
26 legal representative may recover from the other partners any
27 contributions the partner makes to the extent the amount
28 contributed exceeds that such partner's share of the
29 partnership obligations for which the partner is personally
30 liable under s. 620.8306.
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1 (4) After the settlement of accounts, each partner
2 shall contribute, in the proportion in which the partner
3 shares partnership losses, the amount necessary to satisfy
4 partnership obligations that were not known at the time of the
5 settlement and for which the partner is personally liable
6 under s. 620.8306.
7 Section 19. Subsection (5) of section 620.8903,
8 Florida Statutes, is amended to read:
9 620.8903 Conversion of limited partnership to
10 partnership.--
11 (5) A limited partner who becomes a general partner as
12 a result of a conversion remains liable only as a limited
13 partner for an obligation incurred by the limited partnership
14 before the conversion takes effect. Except as otherwise
15 provided in s. 620.8306(3), the partner is liable as a general
16 partner for an obligation of the partnership incurred after
17 the conversion takes effect.
18 Section 20. Subsection (1) of section 620.8904,
19 Florida Statutes, is amended to read:
20 620.8904 Effect of conversion; entity unchanged.--
21 (1) A partnership or limited partnership that has been
22 converted pursuant to s. 620.8902 or s. 620.8908 620.8903 is
23 for all purposes the same entity that existed before the
24 conversion.
25 Section 21. Subsection (3) of section 620.8906,
26 Florida Statutes, is amended to read:
27 620.8906 Effect of merger.--
28 (3) A partner of the surviving partnership or limited
29 partnership is liable for:
30 (a) All obligations of a party to the merger for which
31 the partner was personally liable before the merger;
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1 (b) All other obligations of the surviving entity
2 incurred before the merger by a party to the merger, but such
3 obligations may be satisfied only out of property of the
4 surviving entity; and
5 (c) Except as otherwise provided in s. 620.8306, all
6 obligations of the surviving entity incurred after the merger
7 takes effect, but such obligations may be satisfied only out
8 of property of the surviving entity if the partner is a
9 limited partner.
10 Section 22. Subsections (5) and (6) of section
11 620.8907, Florida Statutes, are amended to read:
12 620.8907 Statement of merger.--
13 (5) A filed and, if appropriate, recorded statement of
14 merger, executed and affirmed declared to be accurate pursuant
15 to s. 620.8105(6) s. 620.8105(3), stating the name of a
16 partnership or limited partnership that is a party to the
17 merger in whose name property was held before the merger and
18 the name of the surviving entity, but not containing all of
19 the other information required by subsection (2), operates
20 with respect to the partnerships or limited partnerships named
21 to the extent provided in subsection (4).
22 (6) A filed and, if appropriate, recorded statement of
23 merger, executed and declared to be accurate pursuant to s.
24 620.8105(3), stating the name of a partnership or limited
25 partnership that is a party to the merger in whose name
26 property was held before the merger and the name of the
27 surviving entity, but not containing all of the other
28 information required by subsection (2), operates with respect
29 to the partnerships or limited partnerships named to the
30 extent provided in subsections (4) and (5).
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1 Section 23. Section 620.9001, Florida Statutes, is
2 created to read:
3 620.9001 Statement of qualification.--
4 (1) A partnership may become a limited liability
5 partnership pursuant to this section.
6 (2) The terms and conditions on which a partnership
7 becomes a limited liability partnership must be approved by
8 the vote necessary to amend the partnership agreement except,
9 in the case of a partnership agreement that expressly
10 considers contribution obligations, the vote necessary to
11 amend those provisions.
12 (3) After the approval required by subsection (2), a
13 partnership may become a limited liability partnership by
14 filing a statement of qualification. The statement must
15 contain:
16 (a) The name of the partnership as identified in the
17 records of the Department of State;
18 (b) The street address of the partnership's chief
19 executive office and, if different, the street address of its
20 principal office in this state, if there is one;
21 (c) The name and street address of the partnership's
22 agent for service of process, who must be an individual
23 resident of this state or other person authorized to do
24 business in this state;
25 (d) A statement that the partnership elects to be a
26 limited liability partnership; and
27 (e) A deferred effective date, if any.
28 (4) The status of a partnership as a limited liability
29 partnership is effective on the later of the filing of the
30 statement or a date specified in the statement. The status
31 remains effective, regardless of changes in the partnership,
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1 until it is canceled pursuant to s. 620.8105 (7) or revoked
2 pursuant to s. 620.9003.
3 (5) The status of a partnership as a limited liability
4 partnership and the liability of its partners are not affected
5 by errors or later changes in the information required to be
6 contained in the statement of qualification under subsection
7 (3).
8 (6) The filing of a statement of qualification
9 establishes that a partnership has satisfied all conditions
10 precedent to the qualification of the partnership as a limited
11 liability partnership.
12 (7) An amendment or cancellation of a statement of
13 qualification is effective when it is filed or on a deferred
14 effective date specified in the amendment or cancellation.
15 Section 24. Section 620.9002, Florida Statutes, is
16 created to read:
17 620.9002 Name.--The name of a limited liability
18 partnership must end with "Registered Limited Liability
19 Partnership," "Limited Liability Partnership," "R.L.L.P.,"
20 "L.L.P.," "RLLP," or "LLP."
21 Section 25. Section 620.9003, Florida Statutes, is
22 created to read:
23 620.9003 Annual Report.--
24 (1) A limited liability partnership, and a foreign
25 limited liability partnership authorized to transact business
26 in this state, shall file an annual report in the office of
27 the Secretary of State which contains:
28 (a) The name of the limited liability partnership and
29 the state or other jurisdiction under whose laws the foreign
30 limited liability partnership is formed;
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1 (b) The current street address of the partnership's
2 chief executive office and, if different, the current street
3 address of its principal office in this state, if there is
4 one;
5 (c) The partnership's Federal Employer Identification
6 Number, if any, or, if none, whether one has been applied for;
7 and
8 (d) The name and street address of the partnership's
9 current agent for service of process, who must be an
10 individual resident of this state or other person authorized
11 to do business in this state.
12 (2) An annual report must be filed between January 1
13 and May 1 of each year following the calendar year in which a
14 partnership files a statement of qualification or a foreign
15 partnership becomes authorized to transact business in this
16 state.
17 (3) The Secretary of State may administratively revoke
18 the statement of qualification of a partnership that fails to
19 file an annual report when due or to pay the required filing
20 fee. The Secretary of State shall provide the partnership at
21 least 60 days' written notice of intent to revoke the
22 statement. The notice is effective 5 days after it is
23 deposited in the United States mail addressed to the
24 partnership at its chief executive office set forth in the
25 last filed statement of qualification or annual report. The
26 notice must specify the annual report that has not been filed,
27 the fee that has not been paid, and the date on or after which
28 the revocation will become effective. The revocation is not
29 effective if the annual report is filed and the fee is paid
30 before the effective date of the revocation.
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1 (4) A revocation under subsection (3) affects only a
2 partnership's status as a limited liability partnership and is
3 not an event of dissolution of the partnership.
4 (5) A partnership whose statement of qualification has
5 been administratively revoked may apply to the Secretary of
6 State for reinstatement within 2 years after the effective
7 date of the revocation. The application must state:
8 (a) The name of the partnership and the effective date
9 of the revocation; and
10 (b) That the ground for revocation either did not
11 exist or has been corrected.
12 (6) A reinstatement under subsection (5) relates back
13 to and takes effect as of the effective date of the
14 revocation, and the partnership's status as a limited
15 liability partnership continues as if the revocation had never
16 occurred.
17 Section 26. Section 620.9101, Florida Statutes, is
18 created to read:
19 620.9101 Law governing foreign limited liability
20 partnership.--
21 (1) The law under which a foreign limited liability
22 partnership is formed governs relations among the partners and
23 between the partners and the partnership and the liability of
24 partners for obligations of the partnership.
25 (2) A foreign limited liability partnership may not be
26 denied a statement of foreign qualification by reason of any
27 difference between the laws under which the partnership was
28 formed and the laws of this state.
29 (3) A statement of foreign qualification does not
30 authorize a foreign limited liability partnership to engage in
31 any business or exercise any power that a partnership may not
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1 engage in or exercise in this state as a limited liability
2 partnership.
3 Section 27. Section 620.9102, Florida Statutes, is
4 created to read:
5 620.9102 Statement of foreign qualification.--
6 (1) Before transacting business in this state, a
7 foreign limited liability partnership must comply with the
8 requirements of s. 620.8105 and file a statement of foreign
9 qualification. The statement must contain:
10 (a) The name of the foreign limited liability
11 partnership which satisfies the requirements of the state or
12 other jurisdiction under whose law it is formed and ends with
13 "Registered Limited Liability Partnership," "Limited Liability
14 Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP";
15 (b) The street address of the partnership's chief
16 executive office and, if different, the street address of its
17 principal office in this state, if there is one;
18 (c) The name and street address of the partnership's
19 agent for service of process who must be an individual
20 resident of this state or other person authorized to do
21 business in this state; and
22 (d) A deferred effective date, if any.
23 (2) The status of a partnership as a foreign limited
24 liability partnership is effective on the later of the filing
25 of the statement of foreign qualification or a date specified
26 in the statement. The status remains effective, regardless of
27 changes in the partnership, until it is canceled pursuant to
28 s. 620.8105(7) or revoked pursuant to s. 620.9003.
29 (3) An amendment or cancellation of a statement of
30 foreign qualification is effective when it is filed or on a
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1 deferred effective date specified in the amendment or
2 cancellation.
3 Section 28. Section 620.9103, Florida Statutes, is
4 created to read:
5 620.9103 Effect of failure to qualify.--
6 (1) A foreign limited liability partnership
7 transacting business in this state may not maintain an action
8 or proceeding in this state unless it has in effect a
9 statement of foreign qualification.
10 (2) The failure of a foreign limited liability
11 partnership to have in effect a statement of foreign
12 qualification does not impair the validity of a contract or
13 act of the foreign limited liability partnership or preclude
14 it from defending an action or proceeding in this state.
15 (3) Limitations on personal liability of partners are
16 not waived solely by transacting business in this state
17 without a statement of foreign qualification.
18 (4) If a foreign limited liability partnership
19 transacts business in this state without a statement of
20 foreign qualification, the Secretary of State may accept
21 substituted service of process, pursuant to the provisions of
22 s. 48.181 with respect to actions arising out of the
23 transaction of business in this state.
24 Section 29. Section 620.9104, Florida Statutes, is
25 created to read:
26 620.9104 Activities not constituting transacting
27 business.--
28 (1) Activities of a foreign limited liability
29 partnership which do not constitute transacting business
30 within the meaning of ss. 620.9101-620.9105 include:
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1 (a) Maintaining, defending, or settling an action or
2 proceeding;
3 (b) Holding meetings of its partners or carrying on
4 any other activity concerning its internal affairs;
5 (c) Maintaining bank accounts;
6 (d) Maintaining offices or agencies for the transfer,
7 exchange, and registration of the partnership's own securities
8 or maintaining trustees or depositories with respect to those
9 securities;
10 (e) Selling through independent contractors;
11 (f) Soliciting or obtaining orders, whether by mail or
12 through employees or agents or otherwise, if the orders
13 require acceptance outside this state before they become
14 contracts;
15 (g) Creating or acquiring indebtedness, mortgages, or
16 security interests in real or personal property;
17 (h) Securing or collecting debts or foreclosing
18 mortgages or other security interests in property securing the
19 debts, and holding, protecting, and maintaining property so
20 acquired;
21 (i) Conducting an isolated transaction that is
22 completed within 30 days and is not one in the course of
23 similar transactions of like nature; and
24 (j) Transacting business in interstate commerce.
25 (2) For purposes of this act, the ownership in this
26 state of income-producing real property or tangible personal
27 property, other than property excluded under subsection (1),
28 constitutes transacting business in this state.
29 (3) This section does not apply in determining the
30 contacts or activities that may subject a foreign limited
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1 liability partnership to service of process, taxation, or
2 regulation under any other law of this state.
3 Section 30. Section 620.9105, Florida Statutes, is
4 created to read:
5 620.9105 Action by Attorney General.--The Attorney
6 General may maintain an action to restrain a foreign limited
7 liability partnership from transacting business in this state
8 in violation of ss. 620.9101-620.9104.
9 Section 31. Section 620.187, Florida Statutes, is
10 created to read:
11 620.187 Limited liability limited partnership.--
12 (1) A limited partnership may become a limited
13 liability limited partnership by:
14 (a) Obtaining the approval of the terms and conditions
15 of the limited partnership becoming a limited liability
16 limited partnership by the vote necessary to amend the limited
17 partnership agreement; however, in the case of a limited
18 partnership agreement that expressly considers contribution
19 obligations, the vote required is the vote necessary to amend
20 those provisions;
21 (b) Filing a statement of qualification under s.
22 620.9001(3) of the Revised Uniform Partnership Act of 1995;
23 and
24 (c) Complying with the name requirements of s.
25 620.9002 of the Revised Uniform Partnership Act of 1995.
26 (2) A limited liability limited partnership continues
27 to be the same entity that existed before the filing of a
28 statement of qualification under s. 620.9001(3) of the Revised
29 Uniform Partnership Act of 1995.
30 (3) Sections 620.8306(3) and 620.8307(2) of the
31 Revised Uniform Partnership Act of 1995 apply to both general
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1 and limited partners of a limited liability limited
2 partnership.
3 Section 32. Subsections (4), (7), and (14) of section
4 865.09, Florida Statutes, 1998 Supplement, are amended to
5 read:
6 865.09 Fictitious name registration.--
7 (4) CHANGE OF OWNERSHIP OR LOCATION.--If the ownership
8 or location of a business registered under this section
9 changes, the owner of record with the division shall file a
10 cancellation and reregistration that meets the requirements
11 set forth in subsection (3) within 30 days after the
12 occurrence of such change.
13 (7) EXEMPTIONS.--A business formed by an attorney
14 actively licensed to practice law in this state, or by a
15 person licensed by the Department of Business and Professional
16 Regulation or the Department of Health, for the purpose of
17 practicing his or her licensed profession, or by any
18 corporation, partnership, or other commercial entity that is
19 actively organized or registered with the Department of State
20 is not required to register its name pursuant to this section,
21 unless the name under which the business is to be conducted
22 differs from the name as licensed or registered. need not be
23 registered under this section, notwithstanding that it
24 transacts business ancillary to the practice of such
25 profession.
26 (14) PROHIBITION.--A fictitious name registered as
27 provided in this section may not contain the words
28 "Corporation" or "Incorporated," or the abbreviations "Corp."
29 or "Inc.," unless the person or business for which the name is
30 registered is incorporated or has obtained a certificate of
31 authority to transact business in this state pursuant to
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1 chapter 607 or chapter 617. However, a business incorporated
2 or authorized under chapter 607 or chapter 617 is not required
3 to register the corporate name pursuant to this section unless
4 the name that the corporation intends to conduct business
5 under differs from the corporation's name as stated in its
6 articles of incorporation.
7 Section 33. Section 620.90, Florida Statutes, is
8 transferred and redesignated as section 620.9901, Florida
9 Statutes.
10 Section 34. Section 620.91, Florida Statutes, is
11 transferred and redesignated as section 620.9902, Florida
12 Statutes.
13 Section 35. Sections 620.78, 620.781, 620.782,
14 620.783, 620.7851, 620.786, 620.787, 620.788, 620.7885,
15 620.7887 and 620.789, Florida Statutes, and section 620.784,
16 Florida Statutes, 1998 Supplement, are repealed.
17 Section 36. At any time during the first 6 months
18 after the effective date of this act, a limited liability
19 partnership that became a limited liability partnership before
20 the effective date of this act may, by filing a notice with
21 the Secretary of State so stating, waive its partners'
22 protection from liability arising from written contractual
23 obligations of the limited liability partnership, with regard
24 to any particular written obligations, any particular class of
25 written obligations, or all written obligations, entered into
26 at any time or during any particular period of time, as the
27 notice sets forth. If a limited liability partnership executes
28 and delivers such a waiver, the partners of the limited
29 liability partnership are jointly and severally liable for the
30 contractual obligations of the partnership which are the
31 subject of the notice; however, a partner is not liable under
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1 any such contract for any amount in excess of the amount for
2 which the partner would have been liable under the laws of
3 this state as they existed immediately before the effective
4 date of this act.
5 Section 37. This act shall take effect upon becoming a
6 law.
7
8 STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
COMMITTEE SUBSTITUTE FOR
9 SB 1430
10
11 Adds a provision to the bill pertaining to fictitious name
registration. Subsection (4) of s. 865.09, F.S., is amended to
12 require a business registered with a fictitious name to file a
cancellation and reregistration with the Department of State,
13 pursuant to s. 865.09(3), F.S., whenever the business changes
its location.
14
Adds a waiver provision to the limited liability partnership
15 provisions of the bill which provides that any limited
liability partnership which became a limited liability
16 partnership prior to the effective date of this act may waive
its partners' protection from liability in certain
17 circumstances. The notice of waiver must be filed with the
Secretary of State within 6 months after the effective date of
18 the act. Under such waiver, limited liability partnership
partners are jointly and severally liable for the
19 partnership's contractual obligations which are the subject of
the waiver. A partner is not liable in excess of the amount
20 for which the partner would have been liable prior to the
effective date of this act.
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