House Bill 0361e1

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                                    CS/HB 361, First Engrossed/ntc



  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, and 620.8907,

13         F.S.; 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, and

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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                                    CS/HB 361, First Engrossed/ntc



  1         limited liability limited partnerships;

  2         amending s. 865.09, F.S.; providing for

  3         conditions for exemption from fictitious name

  4         registration; providing for the use of

  5         corporate names; providing for continuation of

  6         status of certain registered limited liability

  7         partnerships; redesignating s. 620.90, F.S., as

  8         s. 620.9901, F.S., relating to applicability;

  9         redesignating s. 620.91, F.S., as s. 620.9902,

10         F.S., relating to a saving clause; repealing

11         ss. 620.78, 620.781, 620.782, 620.783, 620.784,

12         620.7851, 620.786, 620.787, 620.788, 620.7885,

13         620.7887, and 620.789, F.S., relating to

14         registered limited liability partnerships;

15         providing an effective date.

16

17  Be It Enacted by the Legislature of the State of Florida:

18

19         Section 1.  Section 620.8101, Florida Statutes, is

20  amended to read:

21         620.8101  Definitions.--As used provided in this act,

22  the term:

23         (1)  "Act" means the Revised Uniform Partnership Act of

24  1995, consisting of ss. 620.81001-620.9902 620.81001-620.8908.

25         (2)  "Business" means any trade, occupation,

26  profession, or investment activity.

27         (3)  "Debtor in bankruptcy" means a person who is the

28  subject of:

29         (a)  An order for relief under Title 11, United States

30  Code, or a comparable order under a successor statute of

31  general application; or


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  1         (b)  A comparable order under federal or state law

  2  governing insolvency.

  3         (4)  "Distribution" means a transfer of money or other

  4  property from a partnership to a partner in the partner's

  5  capacity as a partner or to the partner's transferee.

  6         (5)  "Foreign limited liability partnership" means a

  7  partnership that is formed under laws other than the laws of

  8  this state and has the status of a limited liability

  9  partnership under those laws.

10         (6)  "Limited liability partnership" means a registered

11  limited liability partnership registered under ss.

12  620.78-620.789 immediately prior to the effective date of this

13  act or a partnership that has filed a statement of

14  qualification under s. 620.9001 and has not filed a similar

15  statement in any other jurisdiction.

16         (7)(5)  "Partnership" means an association of two or

17  more persons to carry on as coowners a business for profit

18  formed under s. 620.8202, predecessor law, or the comparable

19  law of another jurisdiction.

20         (8)(6)  "Partnership agreement" means an agreement,

21  whether written, oral, or implied, among the partners

22  concerning the partnership, including amendments to the

23  partnership agreement.

24         (9)(7)  "Partnership at will" means a partnership in

25  which the partners have not agreed to remain partners until

26  the expiration of a definite term or the completion of a

27  particular undertaking.

28         (10)(8)  "Partnership interest" or "partner's interest

29  in the partnership" means all of a partner's interests in the

30  partnership, including the partner's transferable interest and

31  all management and other rights.


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  1         (11)(9)  "Person" means an individual, corporation,

  2  business trust, estate, trust, partnership, limited

  3  partnership, association, joint venture, limited liability

  4  company, government, governmental subdivision, agency, or

  5  instrumentality, or any other legal or commercial entity.

  6         (12)(10)  "Property" means all property, real,

  7  personal, or mixed, tangible or intangible, or any interest

  8  therein.

  9         (13)(11)  "Registration" or "registration statement"

10  means a partnership registration statement filed with the

11  Department of State under s. 620.8105.

12         (14)(12)  "State" means a state of the United States,

13  the District of Columbia, the Commonwealth of Puerto Rico, or

14  any territory or insular possession subject to the

15  jurisdiction of the United States.

16         (15)(13)  "Statement" means a statement of partnership

17  authority under s. 620.8303, a statement of denial under s.

18  620.8304, a statement of dissociation under s. 620.8704, a

19  statement of dissolution under s. 620.8805, a statement of

20  merger under s. 620.8907, a statement of qualification under

21  s. 620.9001, a statement of foreign qualification under s.

22  620.9102, or an amendment or cancellation of any of the

23  foregoing.

24         (16)(14)  "Transfer" includes an assignment,

25  conveyance, lease, mortgage, deed, or encumbrance.

26         Section 2.  Subsection (2) of section 620.8103, Florida

27  Statutes, is amended to read:

28         620.8103  Effect of partnership agreement; nonwaivable

29  provisions.--

30         (2)  The partnership agreement may not:

31


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                                    CS/HB 361, First Engrossed/ntc



  1         (a)1.  Vary the rights and duties under s. 620.8105

  2  except to eliminate the duty to provide copies of statements

  3  to all of the partners;

  4         (b)  Vary the law applicable to a limited liability

  5  partnership under s. 620.8106(2);

  6         (c)2.  Unreasonably restrict the right of access to

  7  books and records under s. 620.8403(2) or to information under

  8  s. 620.8403(3); and (3); or

  9         (d)3.  Eliminate the duty of loyalty under s.

10  620.8404(2) or s. 620.8603(2)(c), but:

11         1.  The partnership agreement may identify specific

12  types or categories of activities that do not violate the duty

13  of loyalty, if not manifestly unreasonable;, or

14         2.  All of the partners or a number or percentage

15  specified in the partnership agreement may authorize or

16  ratify, after full disclosure of all material facts, a

17  specific act or transaction that otherwise would violate the

18  duty of loyalty;

19         (e)(b)  Unreasonably reduce the duty of care under s.

20  620.8404(3) or s. 620.8603(2)(c);

21         (f)(c)  Eliminate the obligation of good faith and fair

22  dealing under s. 620.8404(4), but the partnership agreement

23  may prescribe the standards by which the performance of the

24  obligation is to be measured if the standards are not

25  manifestly unreasonable;

26         (g)(d)  Vary the power to dissociate as a partner under

27  s. 620.8602(1), except to require the notice under s.

28  620.8601(1) to be in writing;

29         (h)(e)  Vary the right of a court to expel a partner

30  under the events specified in s. 620.8601(5);

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  1         (i)(f)  Vary the requirement to wind up the partnership

  2  business in cases specified in s. 620.8801(4), (5), or (6)

  3  620.8601(4), (5), or (6);

  4         (j)(g)  Change the notice provisions contained in s.

  5  620.8902(6) or s. 620.8905(6); or

  6         (k)(h)  Restrict rights of third parties under this

  7  act.

  8         Section 3.  Subsections (1), (4), (5), and (7) of

  9  section 620.8105, Florida Statutes, are amended to read:

10         620.8105  Execution, filing, and recording of

11  partnership registration and other statements.--

12         (1)  A partnership may file a partnership registration

13  statement with the Department of State, which must include:

14         (a)  The name of the partnership, which is must be

15  filed for purpose of public notice only and creates shall

16  create no presumption of ownership beyond that which is

17  created under the common law and which shall be recorded by

18  the Department of State without regard to any other name

19  recordation.

20         (b)  The street address of the chief executive office

21  of the partnership and the street address of the principal

22  office of the partnership in this state, if there is one.

23         (c)1.  The names and mailing addresses of all partners

24  of the partnership; or

25         2.  The name and street address of an agent in this

26  state appointed and maintained by the partnership, who shall

27  maintain a list of the names and mailing addresses of all of

28  the partners of the partnership and, on request for good cause

29  shown, shall make the list available to any person at an

30  office open from at least 10 a.m. to 12 noon each day, except

31  Saturdays, Sundays, and legal holidays.


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                                    CS/HB 361, First Engrossed/ntc



  1         (d)  Pursuant to s. 119.092, the partnership's federal

  2  employer identification number.

  3         (e)  The name and recorded document number in this

  4  state of a partner or agent named pursuant to subparagraph

  5  (c)2. that is a person other than an individual.

  6         (4)  Except as provided in s. 620.8304 or s. 620.8704,

  7  a statement may be filed with the Department of State only if

  8  the partnership has filed a registration statement pursuant to

  9  subsection (1).  If otherwise sufficient, a certified copy of

10  a statement that is filed in a jurisdiction other than this

11  state may be filed with the Department of State in lieu of an

12  original statement.  Any such filing has the effect provided

13  in this act with respect to partnership property located in,

14  or transactions that occur in, this state.

15         (5)  A partnership registration statement or other

16  statement must be delivered to the Department of State for

17  filing, which may be accomplished by include electronic filing

18  pursuant to s. 15.16 and must be typewritten or legibly

19  printed in the English language.

20         (7)  A partnership may amend or cancel its

21  registration, and a person authorized by this act to file a

22  statement of partnership authority, a statement of denial, a

23  statement of dissociation, a statement of dissolution, a

24  statement of merger, a statement of qualification, or a

25  statement of foreign qualification may amend or cancel such

26  the statement, by filing an amendment or cancellation that:

27         (a)  Identifies the partnership and the statement being

28  amended or canceled; and

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

30  canceled.

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                                    CS/HB 361, First Engrossed/ntc



  1         Section 4.  Subsection (1) of section 620.81055,

  2  Florida Statutes, 1998 Supplement, is amended to read:

  3         620.81055  Fees for filing documents and issuing

  4  certificates; powers of the Department of State.--

  5         (1)  The Department of State shall collect the

  6  following fees when documents authorized by this act are

  7  delivered to the Department of State for filing:

  8         (a)  Partnership registration statement:  $50.

  9         (b)  Statement of partnership authority:  $25.

10         (c)  Statement of denial:  $25.

11         (d)  Statement of dissociation:  $25.

12         (e)  Statement of dissolution:  $25.

13         (f)  Statement of qualification:  $25.

14         (g)  Statement of foreign qualification:  $25.

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

16         (i)(f)  Statement of merger for each party thereto:

17  $25.

18         (j)(g)  Amendment to any statement or registration:

19  $25.

20         (k)(h)  Cancellation of any statement or registration:

21  $25.

22         (l)(i)  Certified copy of any recording or part

23  thereof: $52.50.

24         (m)(j)  Certificate of status:  $8.75.

25         (n)(k)  Any other document required or permitted to be

26  filed by this act: $25.

27         Section 5.  Section 620.8106, Florida Statutes, is

28  amended to read:

29         620.8106  Governing law governing internal relations.--

30         (1)  Except as otherwise provided in subsection (2),

31  the law of the jurisdiction in which a partnership has its


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                                    CS/HB 361, First Engrossed/ntc



  1  chief executive office governs relations among partners and

  2  between the partners and a partnership.

  3         (2)  The law of this state governs relations among the

  4  partners and between the partners and the partnership and the

  5  liability of partners for an obligation of a limited liability

  6  partnership.

  7         Section 6.  Section 620.8201, Florida Statutes, is

  8  amended to read:

  9         620.8201  Partnership as entity.--

10         (1)  A partnership is an entity distinct from its

11  partners.

12         (2)  A limited liability partnership continues to be

13  the same entity that existed before the filing of a statement

14  of qualification under s. 620.9001.

15         Section 7.  Subsection (2) of section 620.8303, Florida

16  Statutes, is amended to read:

17         620.8303  Statement of partnership authority.--

18         (2)  If a filed statement of partnership authority is

19  executed pursuant to s. 620.8105(6) 620.8105(3) and states the

20  name of the partnership but does not contain all of the other

21  information required by subsection (1), the statement

22  nevertheless operates with respect to a person not a partner

23  as provided in subsections (3) and (4).

24         Section 8.  Subsection (3) of section 620.8304, Florida

25  Statutes, is amended to read:

26         620.8304  Statement of denial.--

27         (3)  A statement of denial is a limitation on authority

28  as provided in s. 620.8303(3) and (4) 620.8303(5) and (6).

29         Section 9.  Section 620.8306, Florida Statutes, is

30  amended to read:

31         620.8306  Partner's liability.--


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                                    CS/HB 361, First Engrossed/ntc



  1         (1)  Except as otherwise provided in subsections (2)

  2  and (3) subsection (2), all partners are liable jointly and

  3  severally for all obligations of the partnership unless

  4  otherwise agreed by a claimant or provided by law.

  5         (2)  A person admitted as a partner into an existing

  6  partnership is not personally liable for any partnership

  7  obligation incurred before the person's admission as a

  8  partner.

  9         (3)  An obligation of a partnership incurred while the

10  partnership is a limited liability partnership, whether

11  arising in contract, tort, or otherwise, is solely the

12  obligation of the partnership. A partner is not personally

13  liable, directly or indirectly, by way of contribution or

14  otherwise, for such an obligation solely by reason of being or

15  so acting as a partner. This subsection applies

16  notwithstanding anything inconsistent in the partnership

17  agreement that existed immediately before the vote required to

18  become a limited liability partnership under s. 620.9001(2).

19  Notwithstanding the provisions of this subsection, a limited

20  liability partnership, in existence immediately prior to the

21  effective date of this act, shall not enjoy the protection

22  from liability of its partners, arising from a written

23  contractual obligation of the limited liability partnership,

24  unless and until such limited liability partnership files a

25  statement of qualification under s. 620.9001.  Such statement

26  of qualification may be filed any time after this act becomes

27  a law, whether before or after the effective date of this act.

28  Once such statement of qualification is filed, the limited

29  liability partnership shall enjoy the full protections of this

30  subsection.

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                                    CS/HB 361, First Engrossed/ntc



  1         Section 10.  Subsections (2) and (4) of section

  2  620.8307, Florida Statutes, are amended to read:

  3         620.8307  Actions by and against partnership and

  4  partners.--

  5         (2)  An action may be brought against the partnership

  6  and, to the extent not inconsistent with s. 620.8306, any or

  7  all of the partners in the same action or in separate actions.

  8         (4)  A judgment creditor of a partner may perfect a

  9  judgment lien but may not proceed against or otherwise levy or

10  execute against the assets of the partner to satisfy a

11  judgment arising from a partnership obligation or liability

12  unless the partner is personally liable for the claim under s.

13  620.8306 and:

14         (a)  A judgment based on the same claim has been

15  obtained against the partnership and a writ of execution on

16  the judgment has been returned unsatisfied in whole or in

17  part;

18         (b)  The partnership is a debtor in bankruptcy;

19         (c)  The partner has agreed that the creditor need not

20  exhaust partnership assets;

21         (d)  A court grants permission to the judgment creditor

22  to proceed against or otherwise levy or execute against the

23  assets of a partner based on a finding that partnership assets

24  subject to execution are clearly insufficient to satisfy the

25  judgment, that exhaustion of partnership assets is excessively

26  burdensome, or that the grant of permission is an appropriate

27  exercise of the court's equitable powers; or

28         (e)  Liability is imposed on the partner by law or

29  contract independent of the existence of the partnership.

30         Section 11.  Subsection (2) of section 620.8701,

31  Florida Statutes, is amended to read:


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                                    CS/HB 361, First Engrossed/ntc



  1         620.8701  Purchase of dissociated partner's interest.--

  2         (2)  The buyout price of a dissociated partner's

  3  interest is the amount that would have been distributable to

  4  the dissociating partner under s. 620.8807(2) if, on the date

  5  of dissociation, the assets of the partnership were sold at a

  6  price equal to the greater of the liquidation value of the

  7  assets or the value of the assets based upon a sale of the

  8  entire business as a going concern without having the

  9  dissociated partner and the partnership were wound wind up as

10  of such date.  Interest must be paid from the date of

11  dissociation to the date of payment.

12         Section 12.  Subsection (1) of section 620.8702,

13  Florida Statutes, is amended to read:

14         620.8702  Dissociated partner's power to bind and

15  liability to partnership.--

16         (1)  For 1 year after a partner dissociates without

17  resulting in a dissolution and winding up of the partnership

18  business, the partnership, including a surviving partnership

19  under ss. 620.8901-620.8908, is bound by an act of the

20  dissociated partner which would have bound the partnership

21  under s. 620.8301 before dissociation only if, at the time of

22  entering into the transaction, the other party:

23         (a)  Reasonably believed that the dissociated partner

24  was then a partner;

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

26  and

27         (c)  Is not deemed to have had knowledge under s.

28  620.8303(4) 620.8303(5) or notice under s. 620.8704(4).

29         Section 13.  Subsection (2) of section 620.8703,

30  Florida Statutes, is amended to read:

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  1         620.8703  Dissociated partner's liability to other

  2  persons.--

  3         (2)  A partner who dissociates without resulting in a

  4  dissolution and winding up of the partnership business is

  5  liable as a partner to any other party to a transaction

  6  entered into by the partnership, or a surviving partnership

  7  under ss. 620.8901-620.8908, within 1 year after the partner's

  8  dissociation only if the partner is liable for the obligation

  9  under s. 620.8306 and, at the time of entering into the

10  transaction, the other party:

11         (a)  Reasonably believed that the dissociated partner

12  was then a partner;

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

14  and

15         (c)  Is not deemed to have had knowledge under s.

16  620.8303(4) 620.8301(5) or notice under s. 620.8704(4).

17         Section 14.  Subsection (3) of section 620.8704,

18  Florida Statutes, is amended to read:

19         620.8704  Statement of dissociation.--

20         (3)  A statement of dissociation is a limitation on the

21  authority of a dissociated partner for purposes of s.

22  620.8303(4) and (5) 620.8303(5) and (6).

23         Section 15.  Section 620.8801, Florida Statutes, is

24  amended to read:

25         620.8801  Events causing dissolution and winding up of

26  partnership business.--A partnership is dissolved, and its

27  business must be wound up, only upon the occurrence of any of

28  the following events:

29         (1)  In a partnership at will, the partnership's having

30  notice from a partner, other than a partner who is dissociated

31  under s. 620.8601(2)-(10), of such partner's express will to


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  1  withdraw as a partner, or withdraw on a later date specified

  2  by the partner;

  3         (2)  In a partnership for a definite term or particular

  4  undertaking:

  5         (a)  Within The expiration of 90 days after a partner's

  6  dissociation by death or otherwise under s. 620.8601(6)-(10)

  7  or by wrongful dissociation under s. 620.8602(2), the express

  8  will of at least half unless before that time a majority in

  9  interest of the remaining partners to wind up the partnership

10  business, for which purpose a partner's rightful dissociation,

11  including partners who have rightfully dissociated pursuant to

12  s. 620.8602(2)(b)1. constitutes the expression of that

13  partner's will to wind up, agree to continue the partnership

14  business;

15         (b)  The express will of all of the partners to wind up

16  the partnership's business; or

17         (c)  The expiration of the term or the completion of

18  the undertaking;

19         (3)  An event agreed to in the partnership agreement

20  resulting in the winding up of the partnership business;

21         (4)  An event which makes it unlawful for all or

22  substantially all of the business of the partnership to be

23  continued, provided, a cure of the illegality, within 90 days

24  after notice to the partnership of the event, is effective

25  retroactively to the date of the event for purposes of this

26  section;

27         (5)  On application by a partner, a judicial

28  determination that:

29         (a)  The economic purpose of the partnership is likely

30  to be unreasonably frustrated;

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  1         (b)  Another partner has engaged in conduct relating to

  2  the partnership business which makes it not reasonably

  3  practicable to carry on the business in partnership with such

  4  partner; or

  5         (c)  It is not otherwise reasonably practicable to

  6  carry on the partnership business in conformity with the

  7  partnership agreement; or

  8         (6)  On application by a transferee of a partner's

  9  transferable interest, a judicial determination that it is

10  equitable to wind up the partnership business:

11         (a)  After the expiration of the term or completion of

12  the undertaking, if the partnership was for a definite term or

13  particular undertaking at the time of the transfer or entry of

14  the charging order that gave rise to the transfer; or

15         (b)  At any time, if the partnership was a partnership

16  at will at the time of the transfer or entry of the charging

17  order that gave rise to the transfer.

18         Section 16.  Subsections (2) and (4) of section

19  620.8805, Florida Statutes, are amended to read:

20         620.8805  Statement of dissolution.--

21         (2)  A statement of dissolution cancels a filed

22  statement of partnership authority for purposes of s.

23  620.8303(3) 620.8305(5) and is a limitation on authority for

24  purposes of s. 620.8303(4) 620.8303(6).

25         (4)  After filing and, if appropriate, recording a

26  statement of dissolution, a dissolved partnership may file

27  and, if appropriate, record a statement of partnership

28  authority that which will operate with respect to a person who

29  is not a partner, as provided in s. 620.8303(3) and (4)

30  620.8303(5) and (6), in any transaction, whether or not the

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  1  transaction is appropriate for winding up the partnership

  2  business.

  3         Section 17.  Subsection (1) of section 620.8806,

  4  Florida Statutes, is amended to read:

  5         620.8806  Partner's liability to other partners after

  6  dissolution.--

  7         (1)  Except as otherwise provided in subsection (2) and

  8  s. 620.8306, after dissolution, a partner is liable to the

  9  other partners for the partner's share of any partnership

10  liability incurred under s. 620.8804.

11         Section 18.  Subsections (2), (3), and (4) of section

12  620.8807, Florida Statutes, are amended to read:

13         620.8807  Settlement of accounts and contributions

14  among partners.--

15         (2)  Each partner is entitled to a settlement of all

16  partnership accounts upon winding up the partnership business.

17  In settling accounts among the partners, any profits and

18  losses that which result from the liquidation of the

19  partnership assets must be credited and charged to the

20  partners' accounts. The partnership shall make a distribution

21  to a partner in an amount equal to any excess of the credits

22  over the charges in the partner's account but excluding from

23  the calculation charges attributable to an obligation for

24  which the partner is not personally liable under s. 620.8306.

25  A partner shall contribute to the partnership an amount equal

26  to any excess of the charges over the credits in the partner's

27  account.

28         (3)  If a partner fails to contribute the full amount

29  required under subsection (2), all of the other partners shall

30  contribute, in the proportions in which those such partners

31  share partnership losses, the additional amount necessary to


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                                    CS/HB 361, First Engrossed/ntc



  1  satisfy the partnership obligations for which they are

  2  personally liable under s. 620.8306.  A partner or partner's

  3  legal representative may recover from the other partners any

  4  contributions the partner makes to the extent the amount

  5  contributed exceeds that such partner's share of the

  6  partnership obligations for which the partner is personally

  7  liable under s. 620.8306.

  8         (4)  After the settlement of accounts, each partner

  9  shall contribute, in the proportion in which the partner

10  shares partnership losses, the amount necessary to satisfy

11  partnership obligations that were not known at the time of the

12  settlement and for which the partner is personally liable

13  under s. 620.8306.

14         Section 19.  Subsection (5) of section 620.8903,

15  Florida Statutes, is amended to read:

16         620.8903  Conversion of limited partnership to

17  partnership.--

18         (5)  A limited partner who becomes a general partner as

19  a result of a conversion remains liable only as a limited

20  partner for an obligation incurred by the limited partnership

21  before the conversion takes effect. Except as otherwise

22  provided in s. 620.8306(3), the partner is liable as a general

23  partner for an obligation of the partnership incurred after

24  the conversion takes effect.

25         Section 20.  Subsection (1) of section 620.8904,

26  Florida Statutes, is amended to read:

27         620.8904  Effect of conversion; entity unchanged.--

28         (1)  A partnership or limited partnership that has been

29  converted pursuant to s. 620.8902 or s. 620.8903 620.8908 is

30  for all purposes the same entity that existed before the

31  conversion.


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                                    CS/HB 361, First Engrossed/ntc



  1         Section 21.  Subsection (3) of section 620.8906,

  2  Florida Statutes, is amended to read:

  3         620.8906  Effect of merger.--

  4         (3)  A partner of the surviving partnership or limited

  5  partnership is liable for:

  6         (a)  All obligations of a party to the merger for which

  7  the partner was personally liable before the merger;

  8         (b)  All other obligations of the surviving entity

  9  incurred before the merger by a party to the merger, but such

10  obligations may be satisfied only out of property of the

11  surviving entity; and

12         (c)  Except as otherwise provided in s. 620.8306, all

13  obligations of the surviving entity incurred after the merger

14  takes effect, but such obligations may be satisfied only out

15  of property of the surviving entity if the partner is a

16  limited partner.

17         Section 22.  Subsections (5) and (6) of section

18  620.8907, Florida Statutes, are amended to read:

19         620.8907  Statement of merger.--

20         (5)  A filed and, if appropriate, recorded statement of

21  merger, executed and affirmed declared to be accurate pursuant

22  to s. 620.8105(6) 620.8105(3), stating the name of a

23  partnership or limited partnership that is a party to the

24  merger in whose name property was held before the merger and

25  the name of the surviving entity, but not containing all of

26  the other information required by subsection (2), operates

27  with respect to the partnerships or limited partnerships named

28  to the extent provided in subsection (4).

29         (6)  A filed and, if appropriate, recorded statement of

30  merger, executed and declared to be accurate pursuant to s.

31  620.8105(3), stating the name of a partnership or limited


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                                    CS/HB 361, First Engrossed/ntc



  1  partnership that is a party to the merger in whose name

  2  property was held before the merger and the name of the

  3  surviving entity, but not containing all of the other

  4  information required by subsection (2), operates with respect

  5  to the partnerships or limited partnerships named to the

  6  extent provided in subsections (4) and (5).

  7         Section 23.  Section 620.9001, Florida Statutes, is

  8  created to read:

  9         620.9001  Statement of qualification.--

10         (1)  A partnership may become a limited liability

11  partnership pursuant to this section.

12         (2)  The terms and conditions on which a partnership

13  becomes a limited liability partnership must be approved by

14  the vote necessary to amend the partnership agreement except,

15  in the case of a partnership agreement that expressly

16  considers contribution obligations, the vote necessary to

17  amend those provisions.

18         (3)  After the approval required by subsection (2), a

19  partnership may become a limited liability partnership by

20  filing a statement of qualification.  The statement must

21  contain:

22         (a)  The name of the partnership as identified in the

23  records of the Department of State;

24         (b)  The street address of the partnership's chief

25  executive office and, if different, the street address of its

26  principal office in this state, if there is one;

27         (c)  The name and street address of the partnership's

28  agent for service of process, who must be an individual

29  resident of this state or other person authorized to do

30  business in this state;

31


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                                    CS/HB 361, First Engrossed/ntc



  1         (d)  A statement that the partnership elects to be a

  2  limited liability partnership; and

  3         (e)  A deferred effective date, if any.

  4         (4)  The status of a partnership as a limited liability

  5  partnership is effective on the later of the filing of the

  6  statement or a date specified in the statement.  The status

  7  remains effective, regardless of changes in the partnership,

  8  until it is canceled pursuant to s. 620.8105(7) or revoked

  9  pursuant to s. 620.9003.

10         (5)  The status of a partnership as a limited liability

11  partnership and the liability of its partners are not affected

12  by errors or later changes in the information required to be

13  contained in the statement of qualification under subsection

14  (3).

15         (6)  The filing of a statement of qualification

16  establishes that a partnership has satisfied all conditions

17  precedent to the qualification of the partnership as a limited

18  liability partnership.

19         (7)  An amendment or cancellation of a statement of

20  qualification is effective when it is filed or on a deferred

21  effective date specified in the amendment or cancellation.

22         Section 24.  Section 620.9002, Florida Statutes, is

23  created to read:

24         620.9002  Name.--The name of a limited liability

25  partnership must end with "Registered Limited Liability

26  Partnership," "Limited Liability Partnership," "R.L.L.P.,"

27  "L.L.P.," "RLLP," or "LLP."

28         Section 25.  Section 620.9003, Florida Statutes, is

29  created to read:

30         620.9003  Annual Report.--

31


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                                    CS/HB 361, First Engrossed/ntc



  1         (1)  A limited liability partnership, and a foreign

  2  limited liability partnership authorized to transact business

  3  in this state, shall file an annual report in the office of

  4  the Secretary of State which contains:

  5         (a)  The name of the limited liability partnership and

  6  the state or other jurisdiction under whose laws the foreign

  7  limited liability partnership is formed;

  8         (b)  The current street address of the partnership's

  9  chief executive office and, if different, the current street

10  address of its principal office in this state, if there is

11  one;

12         (c)  The partnership's Federal Employer Identification

13  Number, if any, or, if none, whether one has been applied for;

14  and

15         (d)  The name and street address of the partnership's

16  current agent for service of process, who must be an

17  individual resident of this state or other person authorized

18  to do business in this state.

19         (2)  An annual report must be filed between January 1

20  and May 1 of each year following the calendar year in which a

21  partnership files a statement of qualification or a foreign

22  partnership becomes authorized to transact business in this

23  state.

24         (3)  The Secretary of State may administratively revoke

25  the statement of qualification of a partnership that fails to

26  file an annual report when due or to pay the required filing

27  fee.  The Secretary of State shall provide the partnership at

28  least 60 days' written notice of intent to revoke the

29  statement.  The notice is effective 5 days after it is

30  deposited in the United States mail addressed to the

31  partnership at its chief executive office set forth in the


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                                    CS/HB 361, First Engrossed/ntc



  1  last filed statement of qualification or annual report.  The

  2  notice must specify the annual report that has not been filed,

  3  the fee that has not been paid, and the date on or after which

  4  the revocation will become effective.  The revocation is not

  5  effective if the annual report is filed and the fee is paid

  6  before the effective date of the revocation.

  7         (4)  A revocation under subsection (3) affects only a

  8  partnership's status as a limited liability partnership and is

  9  not an event of dissolution of the partnership.

10         (5)  A partnership whose statement of qualification has

11  been administratively revoked may apply to the Secretary of

12  State for reinstatement within 2 years after the effective

13  date of the revocation.  The application must state:

14         (a)  The name of the partnership and the effective date

15  of the revocation; and

16         (b)  That the ground for revocation either did not

17  exist or has been corrected.

18         (6)  A reinstatement under subsection (5) relates back

19  to and takes effect as of the effective date of the

20  revocation, and the partnership's status as a limited

21  liability partnership continues as if the revocation had never

22  occurred.

23         Section 26.  Section 620.9101, Florida Statutes, is

24  created to read:

25         620.9101  Law governing foreign limited liability

26  partnership.--

27         (1)  The law under which a foreign limited liability

28  partnership is formed governs relations among the partners and

29  between the partners and the partnership and the liability of

30  partners for obligations of the partnership.

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                                    CS/HB 361, First Engrossed/ntc



  1         (2)  A foreign limited liability partnership may not be

  2  denied a statement of foreign qualification by reason of any

  3  difference between the laws under which the partnership was

  4  formed and the laws of this state.

  5         (3)  A statement of foreign qualification does not

  6  authorize a foreign limited liability partnership to engage in

  7  any business or exercise any power that a partnership may not

  8  engage in or exercise in this state as a limited liability

  9  partnership.

10         Section 27.  Section 620.9102, Florida Statutes, is

11  created to read:

12         620.9102  Statement of foreign qualification.--

13         (1)  Before transacting business in this state, a

14  foreign limited liability partnership must comply with the

15  requirements of s. 620.8105 and file a statement of foreign

16  qualification.  The statement must contain:

17         (a)  The name of the foreign limited liability

18  partnership which satisfies the requirements of the state or

19  other jurisdiction under whose law it is formed and ends with

20  "Registered Limited Liability Partnership," "Limited Liability

21  Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP";

22         (b)  The street address of the partnership's chief

23  executive office and, if different, the street address of its

24  principal office in this state, if there is one;

25         (c)  The name and street address of the partnership's

26  agent for service of process who must be an individual

27  resident of this state or other person authorized to do

28  business in this state; and

29         (d)  A deferred effective date, if any.

30         (2)  The status of a partnership as a foreign limited

31  liability partnership is effective on the later of the filing


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                                    CS/HB 361, First Engrossed/ntc



  1  of the statement of foreign qualification or a date specified

  2  in the statement.  The status remains effective, regardless of

  3  changes in the partnership, until it is canceled pursuant to

  4  s. 620.8105(7) or revoked pursuant to s. 620.9003.

  5         (3)  An amendment or cancellation of a statement of

  6  foreign qualification is effective when it is filed or on a

  7  deferred effective date specified in the amendment or

  8  cancellation.

  9         Section 28.  Section 620.9103, Florida Statutes, is

10  created to read:

11         620.9103  Effect of failure to qualify.--

12         (1)  A foreign limited liability partnership

13  transacting business in this state may not maintain an action

14  or proceeding in this state unless it has in effect a

15  statement of foreign qualification.

16         (2)  The failure of a foreign limited liability

17  partnership to have in effect a statement of foreign

18  qualification does not impair the validity of a contract or

19  act of the foreign limited liability partnership or preclude

20  it from defending an action or proceeding in this state.

21         (3)  Limitations on personal liability of partners are

22  not waived solely by transacting business in this state

23  without a statement of foreign qualification.

24         (4)  If a foreign limited liability partnership

25  transacts business in this state without a statement of

26  foreign qualification, the Secretary of State may accept

27  substituted service of process, pursuant to the provisions of

28  s. 48.181 with respect to actions arising out of the

29  transaction of business in this state.

30         Section 29.  Section 620.9104, Florida Statutes, is

31  created to read:


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                                    CS/HB 361, First Engrossed/ntc



  1         620.9104  Activities not constituting transacting

  2  business.--

  3         (1)  Activities of a foreign limited liability

  4  partnership which do not constitute transacting business

  5  within the meaning of ss. 620.9101-620.9105 include:

  6         (a)  Maintaining, defending, or settling an action or

  7  proceeding;

  8         (b)  Holding meetings of its partners or carrying on

  9  any other activity concerning its internal affairs;

10         (c)  Maintaining bank accounts;

11         (d)  Maintaining offices or agencies for the transfer,

12  exchange, and registration of the partnership's own securities

13  or maintaining trustees or depositories with respect to those

14  securities;

15         (e)  Selling through independent contractors;

16         (f)  Soliciting or obtaining orders, whether by mail or

17  through employees or agents or otherwise, if the orders

18  require acceptance outside this state before they become

19  contracts;

20         (g)  Creating or acquiring indebtedness, mortgages, or

21  security interests in real or personal property;

22         (h)  Securing or collecting debts or foreclosing

23  mortgages or other security interests in property securing the

24  debts, and holding, protecting, and maintaining property so

25  acquired;

26         (i)  Conducting an isolated transaction that is

27  completed within 30 days and is not one in the course of

28  similar transactions of like nature; and

29         (j)  Transacting business in interstate commerce.

30         (2)  For purposes of this act, the ownership in this

31  state of income-producing real property or tangible personal


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                                    CS/HB 361, First Engrossed/ntc



  1  property, other than property excluded under subsection (1),

  2  constitutes transacting business in this state.

  3         (3)  This section does not apply in determining the

  4  contacts or activities that may subject a foreign limited

  5  liability partnership to service of process, taxation, or

  6  regulation under any other law of this state.

  7         Section 30.  Section 620.9105, Florida Statutes, is

  8  created to read:

  9         620.9105  Action by Attorney General.--The Attorney

10  General may maintain an action to restrain a foreign limited

11  liability partnership from transacting business in this state

12  in violation of ss. 620.9101-620.9104.

13         Section 31.  Section 620.187, Florida Statutes, is

14  created to read:

15         620.187  Limited liability limited partnership.--

16         (1)  A limited partnership may become a limited

17  liability limited partnership by:

18         (a)  Obtaining the approval of the terms and conditions

19  of the limited partnership becoming a limited liability

20  limited partnership by the vote necessary to amend the limited

21  partnership agreement; however, in the case of a limited

22  partnership agreement that expressly considers contribution

23  obligations, the vote required is the vote necessary to amend

24  those provisions;

25         (b)  Filing a statement of qualification under s.

26  620.9001(3) of the Revised Uniform Partnership Act of 1995;

27  and

28         (c)  Complying with the name requirements of s.

29  620.9002 of the Revised Uniform Partnership Act of 1995.

30         (2)  A limited liability limited partnership continues

31  to be the same entity that existed before the filing of a


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                                    CS/HB 361, First Engrossed/ntc



  1  statement of qualification under s. 620.9001(3) of the Revised

  2  Uniform Partnership Act of 1995.

  3         (3)  Sections 620.8306(3) and 620.8307(2) of the

  4  Revised Uniform Partnership Act of 1995 apply to both general

  5  and limited partners of a limited liability limited

  6  partnership.

  7         Section 32.  Subsections (7) and (14) of section

  8  865.09, Florida Statutes, 1998 Supplement, are amended to

  9  read:

10         865.09  Fictitious name registration.--

11         (7)  EXEMPTIONS.--A business formed by an attorney

12  actively licensed to practice law in this state, or by a

13  person actively licensed by the Department of Business and

14  Professional Regulation or the Department of Health, for the

15  purpose of practicing his or her licensed profession, or by

16  any corporation, partnership, or other commercial entity that

17  is actively organized or registered with the Department of

18  State is not required to register its name pursuant to this

19  section, unless the name under which business is to be

20  conducted differs from the name as licensed or registered need

21  not be registered under this section, notwithstanding that it

22  transacts business ancillary to the practice of such

23  profession.

24         (14)  PROHIBITION.--A fictitious name registered as

25  provided in this section may not contain the words

26  "Corporation" or "Incorporated," or the abbreviations "Corp."

27  or "Inc.," unless the person or business for which the name is

28  registered is incorporated or has obtained a certificate of

29  authority to transact business in this state pursuant to

30  chapter 607 or chapter 617. However, a business incorporated

31  or authorized under chapter 607 or chapter 617 is not required


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                                    CS/HB 361, First Engrossed/ntc



  1  to register the corporate name pursuant to this section unless

  2  the name that the corporation intends to conduct business

  3  under differs from the corporation's name as stated in its

  4  articles of incorporation.

  5         Section 33.  A registered limited liability partnership

  6  registered under ss. 620.78-620.789, Florida Statutes,

  7  immediately prior to the effective date of this act shall be

  8  treated as a partnership that has filed a statement of

  9  qualification under s. 620.9001, Florida Statutes, for all

10  purposes, except as may be specifically provided in s.

11  620.8306(3), Florida Statutes, provided such a registered

12  limited liability partnership is not required to file an

13  annual report under s. 620.9003, Florida Statutes, until after

14  December 31 following the effective date of this act.

15         Section 34.  Section 620.90, Florida Statutes, is

16  transferred and redesignated as section 620.9901, Florida

17  Statutes.

18         Section 35.  Section 620.91, Florida Statutes, is

19  transferred and redesignated as section 620.9902, Florida

20  Statutes.

21         Section 36.  Sections 620.78, 620.781, 620.782,

22  620.783, 620.7851, 620.786, 620.787, 620.788, 620.7885,

23  620.7887 and 620.789, Florida Statutes, and section 620.784,

24  Florida Statutes, 1998 Supplement, are repealed.

25         Section 37.  This act shall take effect upon becoming a

26  law.

27

28

29

30

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