Senate Bill sb1056er

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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



  1                                 

  2         An act relating to business entities; creating

  3         ss. 607.1112-607.1115, F.S.; providing

  4         definitions, requirements, criteria, and

  5         procedures for conversion of a domestic

  6         corporation into another business entity;

  7         providing for certificates of conversion;

  8         providing for effect of conversion; providing

  9         definitions, requirements, criteria, and

10         procedures for conversion of another business

11         entity into a domestic corporation; amending s.

12         607.1301, F.S.; redefining the term "fair

13         value" to clarify existing law regarding the

14         rights of minority shareholders; amending ss.

15         607.1302, 608.407, and 608.4225, F.S., to

16         conform; amending s. 607.1302, F.S.; clarifying

17         ground for exercise of appraisal rights;

18         creating ss. 608.4351-608.43595, F.S.;

19         providing for appraisals of interests in

20         certain limited liability companies; providing

21         definitions; providing requirements, criteria,

22         and procedures for appraisals; providing for

23         appraisal rights of company members; providing

24         for assertion of appraisal rights by nominees

25         and beneficial owners; providing for notice of

26         appraisal rights; providing for notice of

27         intent to demand payment; providing for a

28         written appraisal notice and form; providing

29         for perfection of appraisal rights; providing a

30         right to withdraw; providing for a member's

31         acceptance of certain offers; providing


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         procedures for members dissatisfied with

 2         company offers; providing for court action to

 3         determine fair value of certain demands for

 4         payment under certain circumstances; providing

 5         for award of court costs and attorney's fees;

 6         providing limitations on payments by limited

 7         liability companies under certain

 8         circumstances; amending ss. 608.438, 608.4381,

 9         608.4382, 608.4383, and 608.439, F.S., to

10         conform; creating ss. 608.4401-608.4404, F.S.;

11         providing definitions, requirements, criteria,

12         and procedures for conversion of a domestic

13         limited liability company into another business

14         entity; requiring a plan of conversion;

15         requiring certain actions on a plan of

16         conversion; providing for certificates of

17         conversion; providing for effects of

18         conversion; amending s. 608.452, F.S., to

19         conform; amending s. 617.0302, F.S., to

20         conform; amending s. 617.0505, F.S.; exempting

21         certain private clubs organized as corporations

22         from a prohibition against distributions made

23         to members in certain circumstances; creating

24         s. 617.1108, F.S.; providing that certain

25         statutory provisions related to mergers of

26         corporations apply to not-for-profit

27         corporations; creating ss. 620.1101-620.2205,

28         F.S.; revising the Florida Revised Uniform

29         Limited Partnership Act; providing a popular

30         name; providing definitions; specifying

31         conditions of knowledge and notice; providing


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         for nature, purpose, and duration of limited

 2         partnerships; providing powers of limited

 3         partnerships; specifying the governing law

 4         relating to limited partnerships; providing

 5         supplemental principles of law; providing for

 6         application of certain rates of interest under

 7         certain circumstances; providing for names of

 8         limited partnerships; specifying certain fees

 9         of the Department of State for certain

10         purposes; providing for effect of partnership

11         agreements; providing for nonwaivable

12         provisions; requiring limited partnerships to

13         maintain certain required information;

14         authorizing certain business transactions of

15         partners with a partnership; providing for dual

16         capacity of certain persons; requiring a

17         designated office, registered office, and

18         registered agent of a limited partnership;

19         providing for change of designated office,

20         registered office, or registered agent;

21         providing for resignation of a registered

22         agent; providing for service of process for

23         certain purposes; providing for consent and

24         proxies of partners; providing for formation of

25         limited partnerships; providing for a

26         certificate of limited partnership; providing

27         for amendment or restatement of a certificate

28         of partnership; providing for a certificate of

29         dissolution; providing for a statement of

30         termination; requiring certain records to be

31         signed; providing for signing and filing of


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         certain records pursuant to court order;

 2         providing for delivery to and filing of certain

 3         records by the Department of State; providing

 4         for effective dates and times of certain

 5         records and filings; providing for correcting

 6         certain filed records; providing for liability

 7         for false information in filed records;

 8         providing for a certificate of status;

 9         requiring delivery of annual reports to the

10         department; providing conditions for becoming a

11         partner; specifying absence of right or power

12         of a limited partner to bind a limited

13         partnership; providing for approval of certain

14         rights; specifying absence of liability of

15         limited partner for limited partnership

16         obligations; specifying rights of limited

17         partners and former limited partners to certain

18         information; specifying limited duties of

19         limited partners; specifying conditions of

20         liability or lack of liability on the part of

21         certain persons for certain partnership

22         obligations under certain circumstances;

23         specifying conditions for becoming a general

24         partner; specifying a general partner as an

25         agent for the limited partnership; specifying

26         liability of limited partnership for certain

27         actions of general partners; providing for

28         liability of general partners; specifying

29         certain actions by and against limited

30         partnerships and general partners; specifying

31         management rights of general partners;


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         providing certain approval rights of other

 2         partners; specifying the right of general

 3         partners and former general partners to certain

 4         information; providing general standards of

 5         conduct for general partners; providing for

 6         form of certain contributions by partners;

 7         providing for liability for certain

 8         contributions; providing for sharing of

 9         profits, losses, and distributions; providing

10         for interim distributions; specifying absence

11         of right to receive a distribution upon

12         dissociation; providing for distributions in

13         kind; providing certain rights to

14         distributions; providing limitations on

15         distributions; providing for liability for

16         certain improper distributions; providing for

17         dissociation as limited partner under certain

18         circumstances; providing for effect of

19         dissociation as limited partner; providing for

20         dissociation as general partner; specifying a

21         person's power to dissociate as general under

22         certain circumstances; specifying conditions

23         and liability of wrongful dissociation;

24         providing for effect of dissociation as general

25         partner; providing to a dissociated general

26         partner a power to bind and liability to a

27         partnership before dissolution of the

28         partnership; providing for certain liability of

29         dissociated general partners; providing for a

30         partner's transferable interest; providing for

31         transfers of partner's transferable interest;


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         providing rights of creditors of partners and

 2         transferees; providing for powers of estates of

 3         deceased partners; providing for nonjudicial

 4         dissolution of limited partnerships; providing

 5         for judicial dissolutions; providing for

 6         winding up activities of a limited partnership;

 7         providing for a power of a general partner and

 8         dissociated general partners to bind a

 9         partnership after dissolution; providing for

10         liability of certain persons to the partnership

11         after dissolution; providing for disposition of

12         known claims against dissolved limited

13         partnerships; providing for filing certain

14         unknown claims against dissolved limited

15         partnerships; providing for liability of

16         certain persons for certain barred claims

17         against a limited partnership; providing for

18         administrative dissolution; providing for

19         reinstatement after administrative dissolution;

20         providing for appeals from reinstatement

21         denials; providing for revocation of

22         dissolution; providing for disposition of

23         assets upon winding up of activities of a

24         limited partnership; specifying when

25         contributions are required; specifying the

26         governing law relating to foreign limited

27         partnerships; providing for applications for

28         certificates of authority for foreign limited

29         partnerships; specifying certain activities as

30         not constituting transacting business by a

31         foreign limited partnership; providing for


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         filing a certificate of authority for foreign

 2         limited partnerships to transact business;

 3         prohibiting a foreign limited partnership from

 4         obtaining a certificate of authority for a

 5         noncomplying name; providing for revocation of

 6         a certificate of authority for foreign limited

 7         partnerships; providing for cancellation of a

 8         certificate of authority for a foreign limited

 9         partnership; providing for effect of failure to

10         have a certificate; authorizing the Attorney

11         General to bring actions to restrain foreign

12         limited partnerships from transacting business

13         under certain circumstances; providing for

14         reinstatement after administrative revocation;

15         providing for amending a certificate of

16         authority; providing for direct actions by a

17         partner against a limited partnership or

18         another partner under certain circumstances;

19         authorizing partners to maintain derivative

20         actions for certain purposes; specifying proper

21         plaintiff in derivative actions; specifying

22         contents of certain pleadings; specifying

23         distribution of proceeds in derivative actions;

24         providing for court award of expenses and

25         attorney fees under certain circumstances;

26         providing definitions; providing for conversion

27         of an organization to a limited partnership or

28         a limited partnership to another organization;

29         requiring a plan of conversion; specifying

30         certain actions on a plan of conversion;

31         requiring a certificate of conversion;


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         specifying certain required filings with the

 2         Department of State for a conversion; providing

 3         for effect of conversion; providing for a

 4         merger of a limited partnership with certain

 5         organizations; requiring a plan of merger;

 6         specifying certain actions on a plan of merger;

 7         requiring a certificate of merger; specifying

 8         certain required filings for a merger;

 9         providing for effect of merger; providing

10         restrictions on approval of conversions and

11         mergers; providing for liability of a general

12         partner after conversion or merger; providing

13         for power of certain persons to bind an

14         organization after conversion or merger;

15         providing for appraisals of interests in

16         certain limited partnerships; providing

17         definitions; providing for appraisal rights of

18         limited partners; providing for assertion of

19         appraisal rights by nominees and beneficial

20         owners; providing for notice of appraisal

21         rights; providing for notice of intent to

22         demand payment; providing for a written

23         appraisal notice and form; providing for

24         perfection of appraisal rights; providing a

25         right to withdraw; providing for a limited

26         partner's acceptance of certain offers;

27         providing procedures for limited partners

28         dissatisfied with limited partnership offers;

29         providing for court action to determine fair

30         value of certain demands for payment under

31         certain circumstances; providing for award of


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         court costs and attorney's fees; providing

 2         limitations on payments by limited partnerships

 3         under certain circumstances; providing for

 4         application of laws to provisions governing

 5         conversions and mergers; providing for

 6         uniformity of application and construction;

 7         providing severability; providing for

 8         application to the Electronic Signatures in

 9         Global and National Commerce Act; providing for

10         application to existing business entities;

11         amending ss. 620.8103 and 620.8404, F.S., to

12         conform; amending s. 620.8105, F.S.; providing

13         requirements for partnership registration

14         statements, certificates of merger or

15         conversion, and amended partnership

16         registrations and certificates of merger or

17         conversion; amending s. 620.81055, F.S.;

18         providing a fee for a certificate of

19         conversion; creating ss. 620.8911-620.8923,

20         F.S.; providing definitions; providing for

21         conversion of certain organizations to a

22         partnership or a partnership to another

23         organization; providing requirements, criteria,

24         and procedures for conversions; requiring a

25         plan of conversion; requiring certain actions

26         by a converting partnership on a plan of

27         conversion; specifying certain required filings

28         with the Department of State for a conversion;

29         providing for effect of conversion; providing

30         for a merger of a partnership with certain

31         organizations; providing requirements,


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         criteria, and procedures for mergers; requiring

 2         a plan of merger; specifying certain actions by

 3         a constituent partnership on a plan of merger;

 4         specifying certain requiring filings with the

 5         Department of State for a merger; providing for

 6         effect of merger; providing restrictions on

 7         approval of conversions and mergers; providing

 8         for liability of partners after conversion or

 9         merger; providing for power of certain persons

10         to bind an organization after conversion or

11         merger; providing construction relating to

12         application of other laws to conversions and

13         mergers; amending s. 620.9104, F.S.; specifying

14         additional activities not constituting

15         transacting business; amending s. 607.11101,

16         F.S.; deleting the requirement that a certified

17         copy of the articles of merger be recorded;

18         conforming cross-references; repealing s.

19         608.4384, F.S., relating to rights of members

20         of limited liability companies dissenting to a

21         merger; repealing ss. 607.0129 and 617.0129,

22         F.S., relating to signing a false document;

23         repealing s. 608.4384, F.S., relating to rights

24         of members of limited liability companies

25         dissenting to a merger; repealing ss. 620.101,

26         620.102, 620.103, 620.105, 620.1051, 620.106,

27         620.107, 620.108, 620.109, 620.112, 620.113,

28         620.114, 620.115, 620.116, 620.117, 620.118,

29         620.119, 620.122, 620.123, 620.124, 620.125,

30         620.126, 620.127, 620.128, 620.129, 620.132,

31         620.133, 620.134, 620.135, 620.136, 620.137,


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         620.138, 620.139, 620.142, 620.143, 620.144,

 2         620.145, 620.146, 620.147, 620.148, 620.149,

 3         620.152, 620.153, 620.154, 620.155, 620.156,

 4         620.157, 620.158, 620.159, 620.162, 620.163,

 5         620.164, 620.165, 620.166, 620.167, 620.168,

 6         620.169, 620.172, 620.173, 620.174, 620.175,

 7         620.176, 620.177, 620.178, 620.179, 620.182,

 8         620.1835, 620.184, 620.185, 620.186, 620.187,

 9         620.192, 620.201, 620.202, 620.203, 620.204,

10         and 620.205, F.S., relating to the Florida

11         Revised Uniform Limited Partnership Act (1986);

12         repealing ss. 620.8901, 620.8902, 620.8903,

13         620.8904, 620.8905, 6210.8906, 620.8907, and

14         620.8908, F.S., relating to conversions of

15         partnerships and limited partnerships under the

16         Revised Uniform Partnership Act of 1995;

17         amending s. 817.155, F.S.; providing that a

18         person making a false or fraudulent statement

19         to the Department of State commits a felony of

20         the third degree; providing effective dates.

21  

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

23  

24         Section 1.  Sections 607.1112, 607.1113, 607.1114, and

25  607.1115, Florida Statutes, are created to read:

26         607.1112  Conversion of domestic corporation into

27  another business entity.--

28         (1)  As used in this section and ss. 607.1113 and

29  607.1114, the term "another business entity" or "other

30  business entity" means a limited liability company; a common

31  law or business trust or association; a real estate investment


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    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  trust; a general partnership, including a limited liability

 2  partnership; a limited partnership, including a limited

 3  liability limited partnership; or any other domestic or

 4  foreign entity that is organized under a governing law or

 5  other applicable law, provided such term shall not include a

 6  corporation and shall not include any entity that has not been

 7  organized for profit.

 8         (2)  Pursuant to a plan of conversion complying with

 9  and approved in accordance with this section, a domestic

10  corporation may convert to another business entity organized

11  under the laws of this state or any other state, the United

12  States, a foreign country, or other foreign jurisdiction, if:

13         (a)  The domestic corporation converting to the other

14  business entity complies with the applicable provisions of

15  this chapter.

16         (b)  The conversion is permitted by the laws of the

17  jurisdiction that enacted the applicable laws under which the

18  other business entity is governed and the other business

19  entity complies with such laws in effecting the conversion.

20         (3)  The plan of conversion shall set forth:

21         (a)  The name of the domestic corporation and the name

22  and jurisdiction of organization of the other business entity

23  to which the domestic corporation is to be converted.

24         (b)  The terms and conditions of the conversion,

25  including the manner and basis of converting the shares,

26  obligations, or other securities, or rights to acquire shares,

27  obligations, or other securities, of the domestic corporation

28  into the partnership interests, limited liability company

29  interests, obligations, or other securities of the other

30  business entity, including any rights to acquire any such

31  


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  interests, obligations, or other securities, or, in whole or

 2  in part, into cash or other consideration.

 3         (c)  All statements required to be set forth in the

 4  plan of conversion by the laws under which the other business

 5  entity is governed.

 6         (4)  The plan of conversion shall include, or have

 7  attached to it, the articles, certificate, registration, or

 8  other organizational document by which the other business

 9  entity has been or will be organized under its governing laws.

10         (5)  The plan of conversion may also set forth any

11  other provisions relating to the conversion.

12         (6)  The plan of conversion shall be adopted and

13  approved by the board of directors and shareholders of a

14  domestic corporation in the same manner as a merger of a

15  domestic corporation under s. 607.1103. Notwithstanding such

16  requirement, if the other business entity is a partnership or

17  limited partnership, no shareholder of the converting domestic

18  corporation shall, as a result of the conversion, become a

19  general partner of the partnership or limited partnership,

20  unless such shareholder specifically consents in writing to

21  becoming a general partner of such partnership or limited

22  partnership and, unless such written consent is obtained from

23  each such shareholder, such conversion shall not become

24  effective under s. 607.1114. Any shareholder providing such

25  consent in writing shall be deemed to have voted in favor of

26  the plan of conversion pursuant to which the shareholder

27  became a general partner.

28         (7)  Section 607.1103 and ss. 607.1301-607.1333 shall,

29  insofar as they are applicable, apply to a conversion of a

30  domestic corporation into another business entity in

31  accordance with this chapter.


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         607.1113  Certificate of conversion.--

 2         (1)  After a plan of conversion is approved by the

 3  board of directors and shareholders of a converting domestic

 4  corporation, such corporation shall deliver to the Department

 5  of State for filing a certificate of conversion which shall be

 6  executed by the domestic corporation as required by s.

 7  607.0120 and shall set forth:

 8         (a)  A statement that the domestic corporation has been

 9  converted into another business entity in compliance with this

10  chapter and that the conversion complies with the applicable

11  laws governing the other business entity.

12         (b)  A statement that the plan of conversion was

13  approved by the converting domestic corporation in accordance

14  with this chapter and, if applicable, a statement that the

15  written consent of each shareholder of such domestic

16  corporation who, as a result of the conversion, becomes a

17  general partner of the surviving entity has been obtained

18  pursuant to s. 607.1112(6).

19         (c)  The effective date of the conversion, which,

20  subject to the limitations in s. 607.0123(2), may be on or

21  after the date of filing the certificate of conversion but

22  shall not be different than the effective date of the

23  conversion under the laws governing the other business entity

24  into which the domestic corporation has been converted.

25         (d)  The address, including street and number, if any,

26  of the principal office of the other business entity under the

27  laws of the state, country, or jurisdiction in which such

28  other business entity was organized.

29         (e)  If the other business entity is a foreign entity

30  and is not authorized to transact business in this state, a

31  statement that the other business entity appoints the


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  Secretary of State as its agent for service of process in a

 2  proceeding to enforce obligations of the converting domestic

 3  corporation, including any appraisal rights of shareholders of

 4  the converting domestic corporation under ss.

 5  607.1301-607.1333 and the street and mailing address of an

 6  office which the Department of State may use for purposes of

 7  s. 607.1114(4).

 8         (f)  A statement that the other business entity has

 9  agreed to pay any shareholders having appraisal rights the

10  amount to which they are entitled under ss. 607.1301-607.1333.

11         (2)  A copy of the certificate of conversion, certified

12  by the Department of State, may be filed in the official

13  records of any county in this state in which the converting

14  domestic corporation holds an interest in real property.

15         607.1114  Effect of conversion of domestic corporation

16  into another business entity.--When a conversion becomes

17  effective:

18         (1)  A domestic corporation that has been converted

19  into another business entity pursuant to this chapter is for

20  all purposes the same entity that existed before the

21  conversion.

22         (2)  The title to all real property and other property,

23  or any interest therein, owned by the domestic corporation at

24  the time of its conversion into the other business entity

25  remains vested in the converted entity without reversion or

26  impairment by operation of this chapter.

27         (3)  The other business entity into which the domestic

28  corporation was converted shall continue to be responsible and

29  liable for all the liabilities and obligations of the

30  converting domestic corporation, including liability to any

31  


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  shareholders having appraisal rights under ss.

 2  607.1301-607.1333 with respect to such conversion.

 3         (4)  Any claim existing or action or proceeding pending

 4  by or against any domestic corporation that is converted into

 5  another business entity may be continued as if the conversion

 6  did not occur. If the converted entity is a foreign entity, it

 7  shall be deemed to have consented to the jurisdiction of the

 8  courts of this state to enforce any obligation of the

 9  converting domestic corporation if, before the conversion, the

10  converting domestic corporation was subject to suit in this

11  state on the obligation. A converted entity that is a foreign

12  entity and not authorized to transact business in this state

13  shall appoint the Department of State as its agent for service

14  of process for purposes of enforcing an obligation under this

15  subsection, including any appraisal rights of shareholders

16  under ss. 607.1301-607.1333 to the extent applicable to the

17  conversion. Service on the Department of State under this

18  subsection shall be made in the same manner and with the same

19  consequences as under s. 48.181.

20         (5)  Neither the rights of creditors nor any liens upon

21  the property of a domestic corporation that is converted into

22  another business entity under this chapter shall be impaired

23  by such conversion.

24         (6)  The shares, obligations, and other securities, or

25  rights to acquire shares, obligations, or other securities, of

26  the domestic corporation shall be converted into the

27  partnership interests, limited liability company interests,

28  obligations, or other securities of the other business entity,

29  including any rights to acquire any such interests,

30  obligations, or other securities, or, in whole or in part,

31  into cash, or other consideration, as provided in the plan of


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  conversion. The former shareholders of the converting domestic

 2  corporation shall be entitled only to the rights provided in

 3  the plan of conversion and to their appraisal rights, if any,

 4  under ss. 607.1301-607.1333 or other applicable law.

 5         607.1115  Conversion of another business entity to a

 6  domestic corporation.--

 7         (1)  As used in this section, the term "other business

 8  entity" means a limited liability company; a common law or

 9  business trust or association; a real estate investment trust;

10  a general partnership, including a limited liability

11  partnership; a limited partnership, including a limited

12  liability limited partnership; or any other domestic or

13  foreign entity that is organized under a governing law or

14  other applicable law, provided such term shall not include a

15  corporation and shall not include any entity that has not been

16  organized for profit.

17         (2)  Any other business entity may convert to a

18  domestic corporation if the conversion is permitted by the

19  laws of the jurisdiction that enacted the applicable laws

20  governing the other business entity and the other business

21  entity complies with such laws and the requirements of this

22  section in effecting the conversion. The other business entity

23  shall file with the Department of State in accordance with s.

24  607.0120:

25         (a)  A certificate of conversion that has been executed

26  in accordance with s. 607.0120.

27         (b)  Articles of incorporation that comply with s.

28  607.0202 and have been executed in accordance with s.

29  607.0120.

30         (3)  The certificate of conversion shall state:

31  


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         (a)  The date on which, and the jurisdiction in which,

 2  the other business entity was first organized and, if the

 3  entity has changed, its jurisdiction immediately prior to its

 4  conversion.

 5         (b)  The name of the other business entity immediately

 6  prior to the filing of the certificate of conversion to a

 7  corporation.

 8         (c)  The name of the corporation as set forth in its

 9  articles of incorporation filed in accordance with subsection

10  (2).

11         (d)  The delayed effective date or time, which, subject

12  to the limitations in s. 607.0123(2),  shall be a date or time

13  certain, of the conversion if the conversion is not to be

14  effective upon the filing of the certificate of conversion and

15  the articles of incorporation, provided such delayed effective

16  date may not be different than the effective date and time of

17  the articles of incorporation.

18         (4)  Upon the filing with the Department of State of

19  the certificate of conversion and the articles of

20  incorporation, or upon the delayed effective date or time of

21  the certificate of conversion and the articles of

22  incorporation, the other business entity shall be converted

23  into a domestic corporation and the corporation shall

24  thereafter be subject to all of the provisions of this

25  chapter, except notwithstanding s. 607.0123, the existence of

26  the corporation shall be deemed to have commenced when the

27  other business entity commenced its existence in the

28  jurisdiction in which the other business entity was first

29  organized.

30         (5)  The conversion of any other business entity into a

31  domestic corporation shall not affect any obligations or


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 1  liabilities of the other business entity incurred prior to its

 2  conversion to a domestic corporation or the personal liability

 3  of any person incurred prior to such conversion.

 4         (6)  When any conversion becomes effective under this

 5  section, for all purposes of the laws of this state, all of

 6  the rights, privileges, and powers of the other business

 7  entity that has been converted, and all property, real,

 8  personal, and mixed, and all debts due to such other business

 9  entity, as well as all other things and causes of action

10  belonging to such other business entity, shall be vested in

11  the domestic corporation into which it was converted and shall

12  thereafter be the property of the domestic corporation as they

13  were of the other business entity. Without limiting this

14  provision, title to any real property, or any interest

15  therein, vested by deed or otherwise in such other business

16  entity at the time of conversion shall remain vested in the

17  converted entity without reversion or impairment by operation

18  of this chapter. All rights of creditors and all liens upon

19  any property of such other business entity shall be preserved

20  unimpaired, and all debts, liabilities, and duties of such

21  other business entity shall thenceforth attach to the domestic

22  corporation into which it was converted and may be enforced

23  against the domestic corporation to the same extent as if said

24  debts, liabilities, and duties had been incurred or contracted

25  by the domestic corporation.

26         (7)  Unless otherwise agreed, or as required under

27  applicable laws of states other than this state, the

28  converting entity shall not be required to wind up its affairs

29  or pay its liabilities and distribute its assets and the

30  conversion shall not constitute a dissolution of such entity

31  


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 1  and shall constitute a continuation of the existence of the

 2  converting entity in the form of a domestic corporation.

 3         (8)  Prior to filing a certificate of conversion with

 4  the Department of State, the conversion shall be approved in

 5  the manner provided for by the document, instrument,

 6  agreement, or other writing, as the case may be, governing the

 7  internal affairs of the other business entity or by other

 8  applicable law, as appropriate, and the articles of

 9  incorporation and bylaws of the corporation shall be approved

10  by the same authorization required to approve the conversion.

11  As part of such an approval, a plan of conversion or other

12  record may describe the manner and basis of converting the

13  partnership interests, limited liability company interests,

14  obligations, or securities of, or other interests or rights

15  in, the other business entity, including any rights to acquire

16  any such interests, obligations, securities, or other rights,

17  into shares of the domestic corporation, or rights to acquire

18  shares, obligations, securities, or other rights, or, in whole

19  or in part, into cash or other consideration. Such a plan or

20  other record may also contain other provisions relating to the

21  conversion, including without limitation the right of the

22  other business entity to abandon a proposed conversion, or an

23  effective date for the conversion that is not inconsistent

24  with paragraph (2)(d).

25         Section 2.  Effective upon this section becoming a law,

26  paragraph (c) is added to subsection (4) of section 607.1301,

27  Florida Statutes, to read:

28         607.1301  Appraisal rights; definitions.--The following

29  definitions apply to ss. 607.1302-607.1333:

30         (4)  "Fair value" means the value of the corporation's

31  shares determined:


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 1         (c)  For a corporation with ten or fewer shareholders,

 2  without discounting for lack of marketability or minority

 3  status.

 4         Section 3.  Subsection (1) of section 607.1302, Florida

 5  Statutes, is amended to read:

 6         607.1302  Right of shareholders to appraisal.--

 7         (1)  A shareholder of a domestic corporation is

 8  entitled to appraisal rights, and to obtain payment of the

 9  fair value of that shareholder's shares, in the event of any

10  of the following corporate actions:

11         (a)  Consummation of a conversion of such corporation

12  pursuant to s. 607.1112 if shareholder approval is required

13  for the conversion and the shareholder is entitled to vote on

14  the conversion under ss. 607.1103 and 607.1112(6), or the

15  consummation of a merger to which such the corporation is a

16  party if shareholder approval is required for the merger under

17  by s. 607.1103 and the shareholder is entitled to vote on the

18  merger or if such the corporation is a subsidiary and the

19  merger is governed by s. 607.1104;

20         (b)  Consummation of a share exchange to which the

21  corporation is a party as the corporation whose shares will be

22  acquired if the shareholder is entitled to vote on the

23  exchange, except that appraisal rights shall not be available

24  to any shareholder of the corporation with respect to any

25  class or series of shares of the corporation that is not

26  exchanged;

27         (c)  Consummation of a disposition of assets pursuant

28  to s. 607.1202 if the shareholder is entitled to vote on the

29  disposition, including a sale in dissolution but not including

30  a sale pursuant to court order or a sale for cash pursuant to

31  a plan by which all or substantially all of the net proceeds


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 1  of the sale will be distributed to the shareholders within 1

 2  year after the date of sale;

 3         (d)  An amendment of the articles of incorporation with

 4  respect to the class or series of shares which reduces the

 5  number of shares of a class or series owned by the shareholder

 6  to a fraction of a share if the corporation has the obligation

 7  or right to repurchase the fractional share so created;

 8         (e)(d)  Any other amendment to the articles of

 9  incorporation, merger, share exchange, or disposition of

10  assets to the extent provided by the articles of

11  incorporation, bylaws, or a resolution of the board of

12  directors, except that no bylaw or board resolution providing

13  for appraisal rights may be amended or otherwise altered

14  except by shareholder approval; or

15         (f)(e)  With regard to a class of shares prescribed in

16  the articles of incorporation prior to October 1, 2003,

17  including any shares within that class subsequently authorized

18  by amendment, any amendment of the articles of incorporation

19  if the shareholder is entitled to vote on the amendment and if

20  such amendment would adversely affect such shareholder by:

21         1.  Altering or abolishing any preemptive rights

22  attached to any of his or her shares;

23         2.  Altering or abolishing the voting rights pertaining

24  to any of his or her shares, except as such rights may be

25  affected by the voting rights of new shares then being

26  authorized of any existing or new class or series of shares;

27         3.  Effecting an exchange, cancellation, or

28  reclassification of any of his or her shares, when such

29  exchange, cancellation, or reclassification would alter or

30  abolish the shareholder's voting rights or alter his or her

31  percentage of equity in the corporation, or effecting a


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 1  reduction or cancellation of accrued dividends or other

 2  arrearages in respect to such shares;

 3         4.  Reducing the stated redemption price of any of the

 4  shareholder's redeemable shares, altering or abolishing any

 5  provision relating to any sinking fund for the redemption or

 6  purchase of any of his or her shares, or making any of his or

 7  her shares subject to redemption when they are not otherwise

 8  redeemable;

 9         5.  Making noncumulative, in whole or in part,

10  dividends of any of the shareholder's preferred shares which

11  had theretofore been cumulative;

12         6.  Reducing the stated dividend preference of any of

13  the shareholder's preferred shares; or

14         7.  Reducing any stated preferential amount payable on

15  any of the shareholder's preferred shares upon voluntary or

16  involuntary liquidation.

17         Section 4.  Subsections (1) and (5) of section 608.407,

18  Florida Statutes, are amended, and subsection (6) is added to

19  that section, to read:

20         608.407  Articles of organization.--

21         (1)  In order to form a limited liability company,

22  articles of organization of a limited liability company shall

23  be executed and filed with the Department of State by one or

24  more members or authorized representatives of the limited

25  liability company. The articles of organization shall set

26  forth:

27         (a)  The name of the limited liability company.

28         (b)  The mailing address and the street address of the

29  principal office of the limited liability company.

30         (c)  The name and street address of its initial

31  registered agent for service of process in the state. The


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 1  articles of organization shall include or be accompanied by

 2  the written statement required by s. 608.415.

 3         (d)  Any other matters that the members elect to

 4  include in the articles of organization.

 5         (5)  The fact that articles of organization are on file

 6  with the Department of State is notice that the entity formed

 7  in connection with the filing of the articles of organization

 8  is a limited liability company formed under the laws of this

 9  state and is notice of all other facts set forth in the

10  articles of organization. If the articles of organization

11  contain any information described in subsections (4) and (6),

12  the articles of organization shall be deemed notice of that

13  information as well, provided, if such information has been

14  added or changed by an amendment or restatement of the

15  articles of organization, the articles of organization shall

16  not be deemed notice of such fact until 90 days after the

17  effective date of such amendment or restatement.

18         (6)  The articles of organization may also, but need

19  not, identify one or more persons authorized to serve as a

20  manager or managing member and may describe any limitations

21  upon the authority of a manager or managing member, provided a

22  provision in the articles of organization limiting the

23  authority of a manager or managing member to transfer real

24  property held in the name of the limited liability company is

25  not notice of the limitation, to a person who is not a member

26  or manager of the limited liability company, unless the

27  limitation appears in an affidavit, certificate, or other

28  instrument that bears the name of the limited liability

29  company and is recorded in the office for recording transfers

30  of such real property.

31  


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 1         Section 5.  Paragraph (a) of subsection (1) of section

 2  608.4225, Florida Statutes, is amended to read:

 3         608.4225  General standards for managers and managing

 4  members.--

 5         (1)  Subject to ss. 608.4226 and 608.423, each manager

 6  and managing member shall owe a duty of loyalty and a duty of

 7  care to the limited liability company and all of the members

 8  of the limited liability company.

 9         (a)  Subject to s. 608.4226, the duty of loyalty is

10  limited to includes, without limitation:

11         1.  Accounting to the limited liability company and

12  holding as trustee for the limited liability company any

13  property, profit, or benefit derived by such manager or

14  managing member in the conduct or winding up of the limited

15  liability company business or derived from a use by such

16  manager or managing member of limited liability company

17  property, including the appropriation of a limited liability

18  company opportunity.

19         2.  Refraining from dealing with the limited liability

20  company in the conduct or winding up of the limited liability

21  company business as or on behalf of a party having an interest

22  adverse to the limited liability company.

23         3.  Refraining from competing with the limited

24  liability company in the conduct of the limited liability

25  company business before the dissolution of the limited

26  liability company.

27         Section 6.  Sections 608.4351, 608.4352, 608.4353,

28  608.4354, 608.4355, 608.4356, 608.4357, 608.43575, 608.4358,

29  608.43585, 608.4359, and 608.43595, Florida Statutes, are

30  created to read:

31  


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 1         608.4351  Appraisal rights; definitions.--The following

 2  definitions apply to this section and ss. 608.4352-608.43595:

 3         (1)  "Affiliate" means a person that directly or

 4  indirectly, through one or more intermediaries, controls, is

 5  controlled by, or is under common control with another person.

 6  For purposes of s. 608.4352(2)(d), a person is deemed to be an

 7  affiliate of its senior executives.

 8         (2)  "Appraisal event" means an event described in s.

 9  608.4352(1).

10         (3)  "Beneficial member" means a person who is the

11  beneficial owner of a membership interest held in a voting

12  trust or by a nominee on the beneficial owner's behalf. 

13         (4)  "Converted entity" means the other business entity

14  into which a domestic limited liability company converts

15  pursuant to ss. 608.4401-608.4404.

16         (5)  "Fair value" means the value of the member's

17  membership interests determined:

18         (a)  Immediately before the effectuation of the

19  appraisal event to which the member objects.

20         (b)  Using customary and current valuation concepts and

21  techniques generally employed for similar businesses in the

22  context of the transaction requiring appraisal, excluding any

23  appreciation or depreciation in anticipation of the

24  transaction to which the member objects unless exclusion would

25  be inequitable to the limited liability company and its

26  remaining members.

27         (c)  For a limited liability company with ten or fewer

28  members, without discounting for lack of marketability or

29  minority status.

30         (6)  "Interest" means interest from the effective date

31  of the appraisal event to which the member objects until the


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 1  date of payment, at the rate of interest determined for

 2  judgments in accordance with s. 55.03, determined as of the

 3  effective date of the appraisal event.

 4         (7)  "Limited liability company" means the domestic

 5  limited liability company that issued the membership interest

 6  held by a member demanding appraisal, and for matters covered

 7  in ss. 608.4352-608.43595, includes the converted entity in a

 8  conversion or the surviving entity in a merger.

 9         (8)  "Record member" means each person who is

10  identified as a member in the current list of members

11  maintained in accordance with s. 608.4101 by the limited

12  liability company, or to the extent the limited liability

13  company has failed to maintain a current list, each person

14  that is the rightful owner of a membership interest in the

15  limited liability company. An assignee of a membership

16  interest is not a record member.

17         (9)  "Senior executive" means a manager or managing

18  member or the chief executive officer, chief operating

19  officer, chief financial officer, or anyone in charge of a

20  principal business unit or function of a limited liability

21  company or of a manager or managing member of the limited

22  liability company.

23         (10)  "Member" means a record member or a beneficial

24  member.

25         (11)  "Membership interest" has the same meaning set

26  forth in s. 608.402, except, if the appraisal rights of a

27  member under s. 608.4352 pertain to only a certain class or

28  series of a membership interest, the term "membership

29  interest" means only the membership interest pertaining to

30  such class or series.

31  


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 1         (12)  "Surviving entity " means the other business

 2  entity into which a domestic limited liability company is

 3  merged pursuant to ss. 608.438-608.4383.

 4         608.4352  Right of members to appraisal.--

 5         (1)  A member of a domestic limited liability company

 6  is entitled to appraisal rights, and to obtain payment of the

 7  fair value of that member's membership interest, in the

 8  following events:

 9         (a)  Consummation of a merger of such limited liability

10  company pursuant to this act and the member possessed the

11  right to vote upon the merger; or

12         (b)  Consummation of a conversion of such limited

13  liability company pursuant to this act and the member

14  possessed the right to vote upon the conversion.

15         (2)  Notwithstanding subsection (1), the availability

16  of appraisal rights shall be limited in accordance with the

17  following provisions:

18         (a)  Appraisal rights shall not be available for

19  membership interests which are:

20         1.  Listed on the New York Stock Exchange or the

21  American Stock Exchange or designated as a national market

22  system security on an interdealer quotation system by the

23  National Association of Securities Dealers, Inc.; or

24         2.  Not listed or designated as provided in

25  subparagraph 1. but are issued by a limited liability company

26  that has at least 500 members and all membership interests of

27  the limited liability company, including membership interests

28  that are limited to a right to receive distributions, have a

29  market value of at least $10 million, exclusive of the value

30  of any such interests held by its managing members, managers,

31  and other senior executives owning more than 10 percent of the


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 1  rights to receive distributions from the limited liability

 2  company.

 3         (b)  The applicability of paragraph (a) shall be

 4  determined as of the date fixed to determine the members

 5  entitled to receive notice of, and to vote upon, the appraisal

 6  event.

 7         (c)  Paragraph (a) shall not apply, and appraisal

 8  rights shall be available pursuant to subsection (1), for any

 9  members who are required by the appraisal event to accept for

10  their membership interests anything other than cash or a

11  proprietary interest of an entity that satisfies the standards

12  set forth in paragraph (a) at the time the appraisal event

13  becomes effective.

14         (d)  Paragraph (a) shall not apply, and appraisal

15  rights shall be available pursuant to subsection (1), for the

16  holders of a membership interest if:

17         1.  Any of the members' interests in the limited

18  liability company or the limited liability company's assets

19  are being acquired or converted, whether by merger,

20  conversion, or otherwise, pursuant to the appraisal event by a

21  person, or by an affiliate of a person, who:

22         a.  Is, or at any time in the 1-year period immediately

23  preceding approval of the appraisal event was, the beneficial

24  owner of 20 percent or more of those interests in the limited

25  liability company entitled to vote on the appraisal event,

26  excluding any such interests acquired pursuant to an offer for

27  all interests having such voting rights if such offer was made

28  within 1 year prior to the appraisal event for consideration

29  of the same kind and of a value equal to or less than that

30  paid in connection with the appraisal event; or

31  


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 1         b.  Directly or indirectly has, or at any time in the

 2  1-year period immediately preceding approval of the appraisal

 3  event had, the power, contractually or otherwise, to cause the

 4  appointment or election of any senior executives; or

 5         2.  Any of the members' interests in the limited

 6  liability company or the limited liability company's assets

 7  are being acquired or converted, whether by merger,

 8  conversion, or otherwise, pursuant to the appraisal event by a

 9  person, or by an affiliate of a person, who is, or at any time

10  in the 1-year period immediately preceding approval of the

11  appraisal event was, a senior executive of the limited

12  liability company or a senior executive of any affiliate of

13  the limited liability company, and that senior executive will

14  receive, as a result of the limited liability company action,

15  a financial benefit not generally available to members, other

16  than:

17         a.  Employment, consulting, retirement, or similar

18  benefits established separately and not as part of or in

19  contemplation of the appraisal event;

20         b.  Employment, consulting, retirement, or similar

21  benefits established in contemplation of, or as part of, the

22  appraisal event that are not more favorable than those

23  existing before the appraisal event or, if more favorable,

24  that have been approved by the limited liability company; or

25         c.  In the case of a managing member or manager of the

26  limited liability company who will, during or as the result of

27  the appraisal event, become a managing member, manager,

28  general partner, or director of the surviving or converted

29  entity or one of its affiliates, those rights and benefits as

30  a managing member, manager, general partner, or director that

31  are provided on the same basis as those afforded by the


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 1  surviving or converted entity generally to other managing

 2  members, managers, general partners, or directors of the

 3  surviving or converted entity or its affiliate.

 4         (e)  For the purposes of subparagraph (d)1.a. only, the

 5  term "beneficial owner" means any person who, directly or

 6  indirectly, through any contract, arrangement, or

 7  understanding, other than a revocable proxy, has or shares the

 8  right to vote, or to direct the voting of, an interest in a

 9  limited liability company with respect to approval of the

10  appraisal event, provided a member of a national securities

11  exchange shall not be deemed to be a beneficial owner of an

12  interest in a limited liability company held directly or

13  indirectly by it on behalf of another person solely because

14  such member is the recordholder of interests in the limited

15  liability company if the member is precluded by the rules of

16  such exchange from voting without instruction on contested

17  matters or matters that may affect substantially the rights or

18  privileges of the holders of the interests in the limited

19  liability company to be voted. When two or more persons agree

20  to act together for the purpose of voting such interests, each

21  member of the group formed thereby shall be deemed to have

22  acquired beneficial ownership, as of the date of such

23  agreement, of all voting interests in the limited liability

24  company beneficially owned by any member of the group.

25         (3)  A member entitled to appraisal rights under this

26  section and ss. 608.4353-608.43595 may not challenge a

27  completed appraisal event unless the appraisal event:

28         (a)  Was not effectuated in accordance with the

29  applicable provisions of this section and ss.

30  608.4353-608.43595, or the limited liability company's

31  articles of organization or operating agreement; or


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 1         (b)  Was procured as a result of fraud or material

 2  misrepresentation.

 3         (4)  A limited liability company may modify, restrict,

 4  or eliminate the appraisal rights provided in this section and

 5  ss. 608.4353-608.43595 in its operating agreement.

 6         608.4353  Assertion of rights by nominees and

 7  beneficial owners.--

 8         (1)  A record member may assert appraisal rights as to

 9  fewer than all the membership interests registered in the

10  record member's name which are owned by a beneficial member

11  only if the record member objects with respect to all

12  membership interests of the class or series owned by that

13  beneficial member and notifies the limited liability company

14  in writing of the name and address of each beneficial member

15  on whose behalf appraisal rights are being asserted. The

16  rights of a record member who asserts appraisal rights for

17  only part of the membership interests of the class or series

18  held of record in the record member's name under this

19  subsection shall be determined as if the membership interests

20  to which the record member objects and the record member's

21  other membership interests were registered in the names of

22  different record members.

23         (2)  A beneficial member may assert appraisal rights as

24  to a membership interest held on behalf of the member only if

25  such beneficial member:

26         (a)  Submits to the limited liability company the

27  record member's written consent to the assertion of such

28  rights no later than the date referred to in s.

29  608.4356(2)(b)2.

30  

31  


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 1         (b)  Does so with respect to all membership interests

 2  of the class or series that are beneficially owned by the

 3  beneficial member.

 4         608.4354  Notice of appraisal rights.--

 5         (1)  If a proposed appraisal event is to be submitted

 6  to a vote at a members' meeting, the meeting notice must state

 7  that the limited liability company has concluded that members

 8  are, are not, or may be entitled to assert appraisal rights

 9  under this act.

10         (2)  If the limited liability company concludes that

11  appraisal rights are or may be available, a copy of ss.

12  608.4351-608.43595 must accompany the meeting notice sent to

13  those record members entitled to exercise appraisal rights.

14         (3)  If the appraisal event is to be approved other

15  than by a members' meeting, the notice referred to in

16  subsection (1) must be sent to all members at the time that

17  consents are first solicited, whether or not consents are

18  solicited from all members, and include the materials

19  described in s. 608.4356.

20         608.4355  Notice of intent to demand payment.--

21         (1)  If a proposed appraisal event is submitted to a

22  vote at a members' meeting, or is submitted to a member

23  pursuant to a consent vote, a member who is entitled to and

24  who wishes to assert appraisal rights with respect to any

25  class or series of membership interests:

26         (a)  Must deliver to a manager or managing member of

27  the limited liability company before the vote is taken, or

28  within 20 days after receiving the notice pursuant to s.

29  608.4353(3) if action is to be taken without a member meeting,

30  written notice of such person's intent to demand payment if

31  the proposed appraisal event is effectuated.


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 1         (b)  Must not vote, or cause or permit to be voted, any

 2  membership interests of such class or series in favor of the

 3  appraisal event.

 4         (2)  A person who may otherwise be entitled to

 5  appraisal rights, but who does not satisfy the requirements of

 6  subsection (1), is not entitled to payment under ss.

 7  608.4351-608.43595.

 8         608.4356  Appraisal notice and form.--

 9         (1)  If the proposed appraisal event becomes effective,

10  the limited liability company must deliver a written appraisal

11  notice and form required by paragraph (2)(a) to all members

12  who satisfied the requirements of s. 608.4355.

13         (2)  The appraisal notice must be sent no earlier than

14  the date the appraisal event became effective and no later

15  than 10 days after such date and must:

16         (a)  Supply a form that specifies the date that the

17  appraisal event became effective and that provides for the

18  member to state:

19         1.  The member's name and address.

20         2.  The number, classes, and series of membership

21  interests as to which the member asserts appraisal rights.

22         3.  That the member did not vote for the transaction.

23         4.  Whether the member accepts the limited liability

24  company's offer as stated in subparagraph (b)4.

25         5.  If the offer is not accepted, the member's

26  estimated fair value of the membership interests and a demand

27  for payment of the member's estimated value plus interest.

28         (b)  State:

29         1.  Where the form described in paragraph (a) must be

30  sent.

31  


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 1         2.  A date by which the limited liability company must

 2  receive the form, which date may not be fewer than 40 nor more

 3  than 60 days after the date the appraisal notice and form

 4  described in this subsection are sent, and that the member

 5  shall have waived the right to demand appraisal with respect

 6  to the membership interests unless the form is received by the

 7  limited liability company by such specified date.

 8         3.  In the case of membership interests represented by

 9  a certificate, the location at which certificates for such

10  certificated membership interests must be deposited, if that

11  action is required by the limited liability company, and the

12  date by which those certificates must be deposited, which date

13  may not be earlier than the date for receiving the required

14  form under subparagraph 2.

15         4.  The limited liability company's estimate of the

16  fair value of the membership interests.

17         5.  An offer to each member who is entitled to

18  appraisal rights to pay the limited liability company's

19  estimate of fair value set forth in subparagraph 4.

20         6.  That, if requested in writing, the limited

21  liability company will provide to the member so requesting,

22  within 10 days after the date specified in subparagraph 2.,

23  the number of members who return the forms by the specified

24  date and the total number of membership interests owned by

25  them.

26         7.  The date by which the notice to withdraw under s.

27  608.4357 must be received, which date must be within 20 days

28  after the date specified in subparagraph 2.

29         (c)  Be accompanied by:

30         1.  Financial statements of the limited liability

31  company that issued the membership interests to be appraised,


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 1  consisting of a balance sheet as of the end of the fiscal year

 2  ending not more than 15 months prior to the date of the

 3  limited liability company's appraisal notice, an income

 4  statement for that year, a cash flow statement for that year,

 5  and the latest available interim financial statements, if any.

 6         2.  A copy of ss. 608.4351-608.43595.

 7         608.4357  Perfection of rights; right to withdraw.--

 8         (1)  A member who wishes to exercise appraisal rights

 9  must execute and return the form received pursuant to s.

10  608.4356(1) and, in the case of certificated membership

11  interests and if the limited liability company so requires,

12  deposit the member's certificates in accordance with the terms

13  of the notice by the date referred to in the notice pursuant

14  to s. 608.4356(2)(b)2. Once a member deposits that member's

15  certificates or, in the case of uncertificated membership

16  interests, returns the executed form described in s.

17  608.4356(2), the member loses all rights as a member, unless

18  the member withdraws pursuant to subsection (3).  Upon

19  receiving a demand for payment from a member who holds an

20  uncertificated membership interest, the limited liability

21  company shall make an appropriate notation of the demand for

22  payment in its records.

23         (2)  The limited liability company may restrict the

24  transfer of such membership interests from the date the member

25  delivers the items required by subsection (1).

26         (3)  A member who has complied with subsection (1) may

27  nevertheless decline to exercise appraisal rights and withdraw

28  from the appraisal process by so notifying the limited

29  liability company in writing by the date set forth in the

30  appraisal notice pursuant to s. 608.4356(2)(b)7. A member who

31  fails to so withdraw from the appraisal process may not


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 1  thereafter withdraw without the limited liability company's

 2  written consent.

 3         (4)  A member who does not execute and return the form

 4  and, in the case of certificated membership interests, deposit

 5  that member's certificates, if so required by the limited

 6  liability company, each by the date set forth in the notice

 7  described in subsection (2), shall not be entitled to payment

 8  under this chapter.

 9         (5)  If the member's right to receive fair value is

10  terminated other than by the purchase of the membership

11  interest by the limited liability company, all rights of the

12  member, with respect to such membership interest, shall be

13  reinstated effective as of the date the member delivered the

14  items required by subsection (1), including the right to

15  receive any intervening payment or other distribution with

16  respect to such membership interest, or, if any such rights

17  have expired or any such distribution other than a cash

18  payment has been completed, in lieu thereof at the election of

19  the limited liability company, the fair value thereof in cash

20  as determined by the limited liability company as of the time

21  of such expiration or completion, but without prejudice

22  otherwise to any action or proceeding of the limited liability

23  company that may have been taken by the limited liability

24  company on or after the date the member delivered the items

25  required by subsection (1).

26         608.43575  Member's acceptance of limited liability

27  company's offer.--

28         (1)  If the member states on the form provided in s.

29  608.4356(1) that the member accepts the offer of the limited

30  liability company to pay the limited liability company's

31  estimated fair value for the membership interest, the limited


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 1  liability company shall make such payment to the member within

 2  90 days after the limited liability company's receipt of the

 3  items required by s. 608.4357(1).

 4         (2)  Upon payment of the agreed value, the member shall

 5  cease to have any interest in the membership interest.

 6         608.4358  Procedure if member is dissatisfied with

 7  offer.--

 8         (1)  A member who is dissatisfied with the limited

 9  liability company's offer as set forth pursuant to s.

10  608.4356(2)(b)5. must notify the limited liability company on

11  the form provided pursuant to s. 608.4356(1) of the member's

12  estimate of the fair value of the membership interest and

13  demand payment of that estimate plus interest.

14         (2)  A member who fails to notify the limited liability

15  company in writing of the member's demand to be paid the

16  member's estimate of the fair value plus interest under

17  subsection (1) within the timeframe set forth in s.

18  608.4356(2)(b)2. waives the right to demand payment under this

19  section and shall be entitled only to the payment offered by

20  the limited liability company pursuant to s. 608.4356(2)(b)5.

21         608.43585  Court action.--

22         (1)  If a member makes demand for payment under s.

23  608.4358 which remains unsettled, the limited liability

24  company shall commence a proceeding within 60 days after

25  receiving the payment demand and petition the court to

26  determine the fair value of the membership interest and

27  accrued interest. If the limited liability company does not

28  commence the proceeding within the 60-day period, any member

29  who has made a demand pursuant to s. 608.4358 may commence the

30  proceeding in the name of the limited liability company.

31  


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 1         (2)  The proceeding shall be commenced in the

 2  appropriate court of the county in which the limited liability

 3  company's principal office in this state is located or, if

 4  none, the county in which its registered agent is located. If

 5  the limited liability company is a foreign limited liability

 6  company without a registered agent in this state, the

 7  proceeding shall be commenced in the county in this state in

 8  which the principal office or registered agent of the domestic

 9  limited liability company was located at the time of the

10  appraisal event.

11         (3)  All members, whether or not residents of this

12  state, whose demands remain unsettled shall be made parties to

13  the proceeding as in an action against their membership

14  interests. The limited liability company shall serve a copy of

15  the initial pleading in such proceeding upon each member party

16  who is a resident of this state in the manner provided by law

17  for the service of a summons and complaint and upon each

18  nonresident member party by registered or certified mail or by

19  publication as provided by law.

20         (4)  The jurisdiction of the court in which the

21  proceeding is commenced under subsection (2) is plenary and

22  exclusive. If it so elects, the court may appoint one or more

23  persons as appraisers to receive evidence and recommend a

24  decision on the question of fair value. The appraisers shall

25  have the powers described in the order appointing them or in

26  any amendment to the order. The members demanding appraisal

27  rights are entitled to the same discovery rights as parties in

28  other civil proceedings. There shall be no right to a jury

29  trial.

30         (5)  Each member made a party to the proceeding is

31  entitled to judgment for the amount of the fair value of such


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 1  member's membership interests, plus interest, as found by the

 2  court.

 3         (6)  The limited liability company shall pay each such

 4  member the amount found to be due within 10 days after final

 5  determination of the proceedings. Upon payment of the

 6  judgment, the member shall cease to have any interest in the

 7  membership interests.

 8         608.4359  Court costs and counsel fees.--

 9         (1)  The court in an appraisal proceeding shall

10  determine all costs of the proceeding, including the

11  reasonable compensation and expenses of appraisers appointed

12  by the court. The court shall assess the costs against the

13  limited liability company, except that the court may assess

14  costs against all or some of the members demanding appraisal,

15  in amounts the court finds equitable, to the extent the court

16  finds such members acted arbitrarily, vexatiously, or not in

17  good faith with respect to the rights provided by this

18  chapter.

19         (2)  The court in an appraisal proceeding may also

20  assess the fees and expenses of counsel and experts for the

21  respective parties, in amounts the court finds equitable:

22         (a)  Against the limited liability company and in favor

23  of any or all members demanding appraisal if the court finds

24  the limited liability company did not substantially comply

25  with ss. 608.4353 and 608.4356; or

26         (b)  Against either the limited liability company or a

27  member demanding appraisal, in favor of any other party, if

28  the court finds that the party against whom the fees and

29  expenses are assessed acted arbitrarily, vexatiously, or not

30  in good faith with respect to the rights provided by this

31  chapter.


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 1         (3)  If the court in an appraisal proceeding finds that

 2  the services of counsel for any member were of substantial

 3  benefit to other members similarly situated, and that the fees

 4  for those services should not be assessed against the limited

 5  liability company, the court may award to such counsel

 6  reasonable fees to be paid out of the amounts awarded the

 7  members who were benefited.

 8         (4)  To the extent the limited liability company fails

 9  to make a required payment pursuant to s. 608.43575, the

10  member may sue directly for the amount owed and, to the extent

11  successful, shall be entitled to recover from the limited

12  liability company all costs and expenses of the suit,

13  including attorney's fees.

14         608.43595  Limitation on limited liability company

15  payment.--

16         (1)  No payment shall be made to a member seeking

17  appraisal rights if, at the time of payment, the limited

18  liability company is unable to meet the distribution standards

19  of s. 608.428. In such event, the member shall, at the

20  member's option:

21         (a)  Withdraw the notice of intent to assert appraisal

22  rights, which shall in such event be deemed withdrawn with the

23  consent of the limited liability company; or

24         (b)  Retain the status as a claimant against the

25  limited liability company and, if the limited liability

26  company is liquidated, be subordinated to the rights of

27  creditors of the limited liability company but have rights

28  superior to the members not asserting appraisal rights and if

29  it is not liquidated, retain the right to be paid for the

30  membership interest, which right the limited liability company

31  


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 1  shall be obliged to satisfy when the restrictions of this

 2  section do not apply.

 3         (2)  The member shall exercise the option under

 4  paragraph (1)(a) or paragraph (1)(b) by written notice filed

 5  with the limited liability company within 30 days after the

 6  limited liability company has given written notice that the

 7  payment for the membership interests cannot be made because of

 8  the restrictions of this section. If the member fails to

 9  exercise the option, the member shall be deemed to have

10  withdrawn the notice of intent to assert appraisal rights.

11         Section 7.  Subsection (1), paragraphs (a), (d), (e),

12  and (f) of subsection (3), and paragraph (d) of subsection (4)

13  of section 608.438, Florida Statutes, are amended to read:

14         608.438  Merger of limited liability company.--

15         (1)  As used in this section and ss. 608.4381-608.4383

16  608.4384, the term "other business entity" or "another

17  business entity" means includes a corporation, a limited

18  liability company, a common law or business trust or

19  association, a real estate investment trust, a common law

20  trust, an unincorporated business, a general partnership,

21  including a limited liability partnership, a limited

22  partnership, including a limited liability limited

23  partnership, a limited liability company other than a limited

24  liability company organized under the laws of this chapter, or

25  any other domestic or foreign entity that is organized under a

26  governing law or other formed pursuant to the requirements of

27  applicable law.

28         (3)  The plan of merger shall set forth:

29         (a)  The name of each limited liability company and the

30  name and jurisdiction of formation, organization, or

31  incorporation of each other business entity planning to merge,


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 1  and the name of the surviving or resulting limited liability

 2  company or other business entity into which each other limited

 3  liability company or other business entity plans to merge,

 4  which is, in this section and in ss. 608.4381-608.4383

 5  608.4384, designated as the surviving entity.

 6         (d)  If a partnership is to be the surviving entity,

 7  the names and business addresses of the general partners of

 8  the surviving entity.

 9         (e)  If a limited liability company is to be the

10  surviving entity, and management thereof is vested in one or

11  more managers or managing members, the names and business

12  addresses of such managers or managing members.

13         (d)(f)  All statements required to be set forth in the

14  plan of merger by the laws under which each other business

15  entity that is a party to the merger is formed, organized, or

16  incorporated.

17         (4)  The plan of merger may set forth:

18         (d)  A statement of, or a statement of the method of

19  determining, the "fair value," as defined in s. 608.4351

20  608.4384(1)(b), of an interest in any domestic limited

21  liability company that is a party to the merger.

22         Section 8.  Subsection (2), paragraphs (c), (d), (e),

23  and (f) of subsection (4), and subsection (6) of section

24  608.4381, Florida Statutes, are amended to read:

25         608.4381  Action on plan of merger.--

26         (2)  In addition to the approval required by subsection

27  (1), if the surviving entity is a partnership or limited

28  partnership, no member of a limited liability company that is

29  a party to the merger shall, as a result of the merger, become

30  a general partner of such partnership or limited partnership

31  the surviving entity unless such member specifically consents


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 1  in writing to becoming a general partner of such partnership

 2  or limited partnership, the surviving entity and unless such

 3  written consent is obtained from each such member who, as a

 4  result of the merger, would become a general partner of the

 5  surviving entity, such merger shall not become effective under

 6  s. 608.4383. Any member providing such consent in writing

 7  shall be deemed to have voted in favor of the plan of merger

 8  for purposes of ss. 608.4351-608.43595 s. 608.4384.

 9         (4)  The notification required by subsection (3) shall

10  be in writing and shall include:

11         (c)  The statement or statements required by ss.

12  608.4351-608.43595 regarding availability of appraisal rights,

13  if any, to members of the limited liability company A clear

14  and concise statement that, if the plan of merger is effected,

15  members dissenting therefrom may be entitled, if they comply

16  with the provisions of s. 608.4384 regarding the rights of

17  dissenting members, to be paid the fair value of their

18  interests, which shall be accompanied by a copy of s.

19  608.4384.

20         (d)  A statement of, or a statement of the method of

21  determining, the "fair value," as defined in s.

22  608.4384(1)(b), of an interest in the limited liability

23  company, in the case of a limited liability company in which

24  management is not reserved to its members, as determined by

25  the managers of such limited liability company, which

26  statement may consist of a reference to the applicable

27  provisions of such limited liability company's articles of

28  organization or operating agreement that determine the fair

29  value of an interest in the limited liability company for such

30  purposes, and which shall constitute an offer by the limited

31  liability company to purchase at such fair value any interests


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 1  of a "dissenter," as defined in s. 608.4384(1)(a), unless and

 2  until such dissenter's right to receive the fair value of the

 3  dissenter's interests in the limited liability company is

 4  terminated pursuant to s. 608.4384(8).

 5         (d)(e)  The date on which such notification was mailed

 6  or delivered to the members.

 7         (e)(f)  Any other information concerning the plan of

 8  merger.

 9         (6)  A plan of merger may provide for the manner, if

10  any, in which the plan of merger may be amended at any time

11  before the effective date of the merger, except after the

12  approval of the plan of merger by the members of a limited

13  liability company that is a party to the merger, the plan of

14  merger may not be amended to:

15         (a)  Change the amount or kind of interests,

16  partnership interests, shares, obligations, other securities,

17  cash, rights, or any other property to be received by the

18  members of such limited liability company in exchange for or

19  on conversion of their interests;

20         (b)  If the surviving entity is a limited liability

21  company, change any term of the articles of organization or

22  the operating agreement of the surviving entity, except for

23  changes that otherwise could be adopted without the approval

24  of the members of the surviving entity;

25         (c)  If the surviving entity is not a limited liability

26  company, change any term of the articles of incorporation or

27  comparable governing document of the surviving entity, except

28  for changes that otherwise could be adopted by the board of

29  directors or comparable representatives of the surviving

30  entity; or

31  


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 1         (d)  Change any of the terms and conditions of the plan

 2  of merger if any such change, alone or in the aggregate, would

 3  materially and adversely affect the members, or any class or

 4  group of members, of such limited liability company.

 5  

 6  If an amendment to a plan of merger is made in accordance the

 7  plan and articles of merger have been filed with the

 8  Department of State, an amended certificate articles of merger

 9  executed by each limited liability company and other business

10  entity that is a party to the merger shall be filed with the

11  Department of State prior to the effective date of the merger.

12         Section 9.  Section 608.4382, Florida Statutes, is

13  amended to read:

14         608.4382  Certificate Articles of merger.--

15         (1)  After a plan of merger is approved by each limited

16  liability company and each other business entity that is a

17  party to the merger, the surviving entity shall deliver to the

18  Department of State for filing a certificate articles of

19  merger, which shall be executed by each limited liability

20  company and by each other business entity as required by

21  applicable law, and which shall set forth:

22         (a)  The plan of merger.

23         (b)  A statement that the plan of merger was approved

24  by each limited liability company that is a party to the

25  merger in accordance with the applicable provisions of this

26  chapter, and, if applicable, a statement that the written

27  consent of each member of such limited liability company who,

28  as a result of the merger, becomes a general partner of the

29  surviving entity has been obtained pursuant to s. 608.4381(2).

30  

31  


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 1         (c)  A statement that the plan of merger was approved

 2  by each domestic partnership that is a party to the merger in

 3  accordance with the applicable provisions of chapter 620.

 4         (d)  A statement that the plan of merger was approved

 5  by each domestic corporation that is a party to the merger in

 6  accordance with the applicable provisions of chapter 607.

 7         (e)  A statement that the plan of merger was approved

 8  by each other business entity that is a party to the merger,

 9  other than limited liability companies, partnerships, and

10  corporations formed, organized, or incorporated under the laws

11  of this state, in accordance with the applicable laws of the

12  state, country, or jurisdiction under which such other

13  business entity is formed, organized, or incorporated.

14         (f)  The effective date of the merger, which may be on

15  or after the date of filing the certificate articles of

16  merger, subject to the limitations in s. 608.409(2),;

17  provided, if the certificate articles of merger does do not

18  provide for an effective date of the merger, the effective

19  date shall be the date on which the certificate articles of

20  merger is are filed.

21         (g)  If the surviving entity is another business entity

22  formed, organized, or incorporated under the laws of any

23  state, country, or jurisdiction other than this state:

24         1.  The address, including street and number, if any,

25  of its principal office under the laws of the state, country,

26  or jurisdiction in which it was formed, organized, or

27  incorporated.

28         2.  If the surviving entity is a foreign entity and is

29  not authorized to transact business in this state, a statement

30  that the surviving entity appoints is deemed to have appointed

31  the Secretary of State as its agent for service of process in


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 1  a proceeding to enforce obligations any obligation or the

 2  rights of dissenting members of each limited liability company

 3  that merged into such entity, including any appraisal rights

 4  of its members under ss. 608.4351-608.43595, and the street

 5  and mailing address of an office which the Department of State

 6  may use for purposes of s. 48.181 is a party to the merger.

 7         3.  A statement that the surviving entity has agreed to

 8  promptly pay to any members with appraisal rights the

 9  dissenting members of each limited liability company that is a

10  party to the merger the amount, if any, to which such

11  dissenting members are entitled under ss. 608.4351-608.43595

12  s. 608.4384.

13         (2)  A copy of the certificate articles of merger,

14  certified by the Department of State, may be filed in the

15  official records of any office of the official who is the

16  recording officer of each county in this state in which any

17  real property of a party to the merger holds an interest in

18  real property other than the surviving entity is situated.

19         Section 10.  Subsections (2), (3), and (7) of section

20  608.4383, Florida Statutes, are amended to read:

21         608.4383  Effect of merger.--When a merger becomes

22  effective:

23         (2)  The title to all real estate and other property,

24  or any interest therein, owned by each domestic limited

25  liability company and other business entity that is a party to

26  the merger is vested in the surviving entity without reversion

27  or impairment by reason of this chapter. The surviving entity

28  shall record a certified copy of the articles of merger in any

29  county in which a merging entity holds an interest in real

30  property.

31  


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 1         (3)  The surviving entity shall thereafter be

 2  responsible and liable for all the liabilities and obligations

 3  of each limited liability company and other business entity

 4  that is a party to the merger, including liabilities arising

 5  out of the appraisal rights under ss. 608.4351-608.43595 of

 6  dissenters with respect to such merger under applicable law.

 7         (7)  The interests, partnership and membership

 8  interests, shares, obligations, or other securities and other

 9  interests, and the rights to acquire such interests,

10  partnership interests, shares, obligations, or other

11  securities and other interests, of each limited liability

12  company and other business entity that is a party to the

13  merger shall be converted into interests, partnership and

14  membership interests, shares, obligations, or other securities

15  and other interests, or rights to such securities,

16  obligations, or other interests, of the surviving entity or

17  any other limited liability company or other business entity

18  or, in whole or in part, into cash or other property as

19  provided in the plan of merger, and the former members of each

20  limited liability company merging into another business entity

21  holders of interests, partnership interests, shares,

22  obligations, or other securities, or rights to such

23  securities, shall be entitled only to the rights provided in

24  the plan of merger and to their appraisal rights as

25  dissenters, if any, under ss. 608.4351-608.43595 s. 608.4384,

26  ss. 607.1301-607.1320, s. 620.205, or other applicable law.

27         Section 11.  Section 608.439, Florida Statutes, is

28  amended to read:

29         608.439  Conversion of certain entities to a limited

30  liability company.--

31  


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 1         (1)  As used in this section, the term "other business

 2  entity" or "another business entity" means a common law or

 3  business trust or association;, a real estate investment

 4  trust;, a general partnership common law trust, or any other

 5  unincorporated business, including a limited liability

 6  partnership;, a limited partnership, whether general

 7  (including a registered limited liability limited

 8  partnership;) or any other domestic or foreign entity that is

 9  organized under a governing law or other applicable law,

10  provided such term shall not include a domestic limited

11  (including a registered limited liability limited partnership)

12  or a foreign limited liability company.

13         (2)  Any other business entity may convert to a

14  domestic limited liability company if the conversion is

15  permitted by the laws of the jurisdiction that enacted the

16  statute or other applicable law governing the other business

17  entity and the other business entity complies with such laws

18  and the requirements of this section in effecting the

19  conversion. The other business entity shall file with by

20  complying with subsection (8) and filing in the Department of

21  State in accordance with s. 608.4081:

22         (a)  A certificate of conversion to a limited liability

23  company that has been executed by one or more authorized

24  persons in accordance with s. 608.408.; and

25         (b)  Articles of organization that comply with s.

26  608.407 and have been executed by one or more authorized

27  persons in accordance with s. 608.408.

28         (3)  The certificate of conversion to a limited

29  liability company shall state:

30         (a)  The date on which and jurisdiction in which the

31  other entity was first organized created, formed, or otherwise


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 1  came into being and, if it has changed, its jurisdiction

 2  immediately prior to its conversion to a domestic limited

 3  liability company.;

 4         (b)  The name of the other entity immediately prior to

 5  the filing of the certificate of conversion. to a limited

 6  liability company;

 7         (c)  The name of the limited liability company as set

 8  forth in its articles of organization filed in accordance with

 9  subsection (2).; and

10         (d)  Subject to the limitations in s. 608.409(2), the

11  delayed future effective date or time (which shall be a date

12  or time certain) of the conversion to a limited liability

13  company if it is not to be effective upon the filing of the

14  certificate of conversion to a limited liability company and

15  the articles of organization, provided such delayed effective

16  date and time may not be different than the effective date of

17  the articles of organization.

18         (4)  Upon the filing in the Department of State of the

19  certificate of conversion to a limited liability company and

20  the articles of organization or upon the delayed future

21  effective date or time of the certificate of conversion to a

22  limited liability company and the articles of organization,

23  the other entity shall be converted into a domestic limited

24  liability company and the limited liability company shall

25  thereafter be subject to all of the provisions of this

26  chapter, except that notwithstanding s. 608.409, the existence

27  of the limited liability company shall be deemed to have

28  commenced when on the date the other entity commenced its

29  existence in the jurisdiction in which the other entity was

30  first organized created, formed, incorporated, or otherwise

31  came into being.


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 1         (5)  The conversion of any other entity into a domestic

 2  limited liability company shall not affect any obligations or

 3  liabilities of the other entity incurred prior to its

 4  conversion into to a domestic limited liability company or the

 5  personal liability of any person incurred prior to such

 6  conversion.

 7         (6)  When any conversion becomes effective under this

 8  section, for all purposes of the laws of this state, all of

 9  the rights, privileges, and powers of the other entity that

10  has converted, and all property, real, personal, and mixed,

11  and all debts due to such other entity, as well as all other

12  things and causes of action belonging to such other entity,

13  shall be vested in the domestic limited liability company into

14  which it was converted and shall thereafter be the property of

15  the domestic limited liability company as they were of the

16  other entity that has converted, and the title to any real

17  property vested by deed or otherwise in such other entity

18  shall not revert or be in any way impaired by reason of this

19  chapter, but all rights of creditors and all liens upon any

20  property of such other entity shall be preserved unimpaired,

21  and all debts, liabilities, and duties of the other entity

22  that has converted shall thenceforth attach to the domestic

23  limited liability company and may be enforced against it to

24  the same extent as if said debts, liabilities, and duties had

25  been incurred or contracted by it.

26         (7)  Unless otherwise agreed, or as required under

27  applicable non-Florida law, the converting entity shall not be

28  required to wind up its affairs or pay its liabilities and

29  distribute its assets, and the conversion shall not constitute

30  a dissolution of the converting such entity and shall

31  


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 1  constitute a continuation of the existence of the converting

 2  entity in the form of a domestic limited liability company.

 3         (8)  Prior to filing a certificate of conversion to

 4  limited liability company with the Department of State, the

 5  conversion shall be approved in the manner provided for by the

 6  document, instrument, agreement, or other writing, as the case

 7  may be, governing the internal affairs of the other entity and

 8  the conduct of its business or by applicable law, as

 9  appropriate, and the articles of organization or operating

10  agreement shall be approved by the same authorization required

11  to approve the conversion. As part of such an approval, a plan

12  of conversion or other record may describe the manner and

13  basis of converting the shares, partnership interests, limited

14  liability company interests, obligations, or securities of, or

15  other interests in, the other business entity which is to be

16  converted, or any rights to acquire any such shares,

17  interests, obligations, or other securities, into limited

18  liability company interests, obligations, or other securities

19  of the domestic limited liability company, or rights to

20  acquire interests, obligations, or other securities, or, in

21  whole or in part, into cash or other consideration. Such a

22  plan or other record may also contain other provisions

23  relating to the conversion, including without limitation the

24  right of the other business entity to abandon a proposed

25  conversion, or an effective date for the conversion that is

26  not inconsistent with paragraph (3)(d).

27         (9)  The provisions of this section shall not be

28  construed to limit the accomplishment of a change in the law

29  governing, or the domicile of, any other entity to this state

30  by any other means provided for in the articles of

31  organization or operating agreement or other agreement or as


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 1  otherwise permitted by law, including by the amendment of the

 2  articles of organization or operating agreement or other

 3  agreement.

 4         Section 12.  Sections 608.4401, 608.4402, 608.4403, and

 5  608.4404, Florida Statutes, are created to read:

 6         608.4401  Conversion of a domestic limited liability

 7  company into another business entity.--

 8         (1)  As used in this section and ss. 608.4402,

 9  608.4403, and 608.4404, the term "other business entity" or

10  "another business entity" means a corporation; a common law or

11  business trust or association; a real estate investment trust;

12  a general partnership, including a limited liability

13  partnership; a limited partnership, including a limited

14  liability limited partnership; or any other domestic or

15  foreign entity that is organized under a governing law or

16  other applicable law, provided such term shall not include a

17  domestic limited liability company.

18         (2)  Pursuant to a plan of conversion complying and

19  approved in accordance with this section and s. 608.4402, a

20  domestic limited liability company may convert to another

21  business entity organized under the laws of this state or any

22  other state, the United States, a foreign country, or any

23  other foreign jurisdiction, if:

24         (a)  The domestic limited liability company converting

25  to the other business entity complies with the applicable

26  provisions of this chapter and any applicable terms in its

27  articles of organization and operating agreement.

28         (b)  The conversion is permitted by the laws of the

29  jurisdiction that enacted the law or other applicable law

30  under which the other business entity is governed and the

31  


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 1  other business entity complies with such laws in effecting the

 2  conversion.

 3         (3)  The plan of conversion shall set forth:

 4         (a)  The name of the domestic limited liability company

 5  and the name and jurisdiction of the other business entity

 6  into which the domestic limited liability company is to be

 7  converted.

 8         (b)  The terms and conditions of the conversion,

 9  including the manner and basis of converting the limited

10  liability company interests or other securities, or any rights

11  to acquire limited liability company interests or other

12  securities, of the domestic limited liability company into the

13  partnership interests, shares, obligations, securities, or

14  other interests in the other business entity, or any rights to

15  acquire any partnership interests, shares, obligations,

16  securities, or other interests, or, in whole or in part, into

17  cash or other consideration.

18         (c)  The statements required to be set forth in the

19  plan of conversion by the laws under which the other business

20  entity is governed.

21         (4)  The plan of conversion shall include, or have

22  attached, the articles, certificate, registration, or other

23  organizational document by which the other business entity has

24  been organized under its governing law.

25         (5)  A plan of conversion may provide for the manner,

26  if any, in which the plan of conversion may be amended at any

27  time before the effective date of the conversion, except after

28  the approval of the plan of conversion by the members of the

29  limited liability company to be converted, the plan of

30  conversion may not be amended to:

31  


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 1         (a)  Change the amount or kind of  partnership

 2  interests, shares, obligations, securities, cash, rights, or

 3  any other consideration to be received by the members of such

 4  limited liability company in exchange for or on conversion of

 5  their member interests in or other securities of the limited

 6  liability company;

 7         (b)  Change any term of the articles of incorporation

 8  or organization, bylaws, partnership or operating agreement,

 9  or comparable governing document of the surviving entity,

10  except for changes that otherwise could be adopted without

11  approval of the members approving the plan of conversion; or

12         (c)  Change any of the terms and conditions of the plan

13  of conversion if any such change, alone or in the aggregate,

14  would materially and adversely affect the members, or any

15  class or group of members, of such limited liability company.

16  

17  If an amendment to a plan of conversion is made in accordance

18  with the plan of conversion and a certificate of conversion

19  has been filed with the Department of State, an amended

20  certificate of conversion executed by the limited liability

21  company shall be filed with the Department of State prior to

22  the effective date of the conversion.

23         (6)  The plan of conversion may also set forth any

24  other provisions relating to the conversion, including,

25  without limitation, a statement of the method of determining,

26  the fair value, as defined in s 608.4351, of an interest in

27  the limited liability company.

28         608.4402  Action on plan of conversion.--

29         (1)  Unless the articles of organization or the

30  operating agreement of a limited liability company requires a

31  greater than majority vote, the plan of conversion shall be


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 1  approved in writing by a majority of the managers who are

 2  members of a converting limited liability company in which

 3  management is not reserved to its members. If no manager is a

 4  member, the plan of conversion shall be approved by vote of

 5  the members as set forth in this section. Unless the articles

 6  of organization or the operating agreement of the converting

 7  limited liability company requires a greater than majority

 8  vote or provides for another method of determining the voting

 9  rights of each of its members, and whether or not management

10  is reserved to its members, the plan of conversion shall be

11  approved in writing by a majority-in-interest of the members

12  of the converting limited liability company and, if

13  applicable, the vote of each member shall be weighted in

14  accordance with s. 608.4231, provided, unless the articles of

15  organization or the operating agreement of the converting

16  limited liability company requires a greater than majority

17  vote or provides for another method of determining the voting

18  rights of each of its members, if there is more than one class

19  or group of members, the conversion shall be approved by a

20  majority-in-interest of the members of each such class or

21  group, and, if applicable, the vote of each member shall be

22  weighted in accordance with s. 608.4231.

23         (2)  In addition to the approval required by subsection

24  (1), if the other business entity is a partnership or limited

25  partnership, no member of a converting limited liability

26  company shall become a general partner of such partnership or

27  limited partnership as a result of the conversion unless such

28  member specifically consents in writing to becoming a general

29  partner of such partnership or limited partnership, and,

30  unless such written consent is obtained from each such member,

31  the conversion shall not become effective under s. 608.4404.


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 1  Any member providing such consent in writing shall also be

 2  deemed to have voted in favor of the plan of conversion for

 3  purposes of ss. 608.4351-608.43595.

 4         (3)  All members of the limited liability company to be

 5  converted shall be given written notice of any meeting or

 6  other action with respect to the approval of a plan of

 7  conversion as provided in subsections (4) and (5), not fewer

 8  than 30 or more than 60 days before the date of the meeting at

 9  which the plan of conversion shall be submitted for approval

10  by the members of such limited liability company, provided, if

11  the plan of conversion is submitted to the members of the

12  limited liability company for their written approval or other

13  action without a meeting, such notification shall be given to

14  each member not fewer than 30 or more than 60 days before the

15  effective date of the conversion. Pursuant to s. 608.455, the

16  notification required by this subsection may be waived in

17  writing by any person entitled to such notification.

18         (4)  The notification required by subsection (3) shall

19  be in writing and shall include:

20         (a)  The date, time, and place of the meeting, if any,

21  at which the plan of conversion is to be submitted for

22  approval by the members of the limited liability company or,

23  if the plan of conversion is to be submitted for written

24  approval or by other action without a meeting, a statement to

25  that effect.

26         (b)  A copy or summary of the plan of conversion.

27         (c)  The statement or statements required by ss.

28  608.4351-608.43595 concerning availability of appraisal

29  rights, if any, to members of the limited liability company.

30         (d)  The date on which such notification was mailed or

31  delivered to the members.


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 1         (e)  Any other information concerning the plan of

 2  conversion.

 3         (5)  The notification required by subsection (3) shall

 4  be deemed to be given at the earliest date of:

 5         (a)  The date such notification is received;

 6         (b)  Five days after the date such notification is

 7  deposited in the United States mail addressed to the member at

 8  the member's address as it appears in the books and records of

 9  the limited liability company, with postage thereon prepaid;

10         (c)  The date shown on the return receipt, if sent by

11  registered or certified mail, return receipt requested, and

12  the receipt is signed by or on behalf of the addressee; or

13         (d)  The date such notification is given in accordance

14  with the provisions of the articles of organization or the

15  operating agreement of the limited liability company.

16         (6)  Unless the converting limited liability company's

17  articles of organization or operating agreement or the plan of

18  conversion provide otherwise, notwithstanding the prior

19  approval of the plan of conversion by the managers or members

20  of a converting limited liability company in which management

21  is not reserved to its members, and at any time prior to the

22  filing of the certificate of conversion with the Department of

23  State, the planned conversion may be abandoned, subject to any

24  contractual rights, by such limited liability company by the

25  affirmative vote of a majority of its managers without further

26  action by its members, in accordance with the procedure set

27  forth in the plan of conversion, or if none is set forth in

28  such plan, in the manner determined by the managers of such

29  limited liability company.

30         608.4403  Certificate of conversion.--

31  


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 1         (1)  After a plan of conversion is approved by a

 2  converting limited liability company, the limited liability

 3  company shall deliver to the Department of State for filing a

 4  certificate of conversion, which shall be executed by the

 5  converting limited liability company, and which shall set

 6  forth:

 7         (a)  A statement that the limited liability company has

 8  been converted into another business entity in compliance with

 9  this chapter and that the conversion complies with the law or

10  other applicable law governing the other business entity.

11         (b)  A statement that the plan of conversion was

12  approved by the converting limited liability company in

13  accordance with this chapter and, if applicable, a statement

14  that the written consent of each member of such limited

15  liability company who, as a result of the conversion, becomes

16  a general partner of the surviving entity has been obtained

17  pursuant to s. 608.4402(2).

18         (c)  The effective date of the conversion, which,

19  subject to the limitations in s. 608.409(2), may be on or

20  after the date of filing the certificate of conversion, but

21  which shall not be different than the effective date of the

22  conversion under the laws governing the other business entity

23  into which the limited liability company has been converted.

24         (d)  The address, including street and number, if any,

25  of the principal office of the other business entity under the

26  laws of the state, country, or jurisdiction in which such

27  entity was organized.

28         (e)  If the other business entity is a foreign entity

29  and is not authorized to transact business in this state, a

30  statement that the other business entity appoints the

31  Secretary of State as its agent for service of process in a


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 1  proceeding to enforce obligations of the converting limited

 2  liability company, including any appraisal rights of its

 3  members under ss. 608.4351-608.43595 and the street and

 4  mailing address of an office which the Department of State may

 5  use for purposes of s. 48.181.

 6         (f)  A statement that the other business entity has

 7  agreed to pay to any members having appraisal rights the

 8  amount to which such members are entitled under ss.

 9  608.4351-608.43595.

10         (2)  A copy of the certificate of conversion, certified

11  by the Department of State, may be filed in the official

12  records of any county in this state in which the converting

13  limited liability company holds an interest in real property.

14         608.4404  Effect of conversion.--When a conversion

15  becomes effective:

16         (1)  A domestic limited liability company that has been

17  converted into another business entity pursuant to this

18  chapter is for all purposes the same entity that existed

19  before the conversion.

20         (2)  The title to all real property and other property,

21  or any interest therein, owned by the domestic limited

22  liability company at the time of its conversion into the other

23  business entity remains vested in the converted entity without

24  reversion or impairment by operation of this chapter.

25         (3)  The other business entity into which the domestic

26  limited liability company was converted shall continue to be

27  responsible and liable for all the liabilities and obligations

28  of such limited liability company, including any liability to

29  members having appraisal rights under ss. 608.4351-608.43595

30  with respect to such conversion.

31  


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 1         (4)  Any claim existing or action or proceeding pending

 2  by or against any domestic limited liability company that is

 3  converted into another business entity may be continued as if

 4  the conversion did not occur. If the  converted entity is a

 5  foreign entity, such entity shall be deemed to have consented

 6  to the jurisdiction of the courts of this state to enforce any

 7  obligation of the converting domestic limited liability

 8  company if, before the conversion, the converting domestic

 9  limited liability company was subject to suit in this state on

10  the obligation. A converted entity that is a foreign entity

11  and not authorized to transact business in this state appoints

12  the Department of State as its agent for service of process

13  for purposes of enforcing an obligation under this subsection,

14  including any appraisal rights of members under ss.

15  608.4351-608.43595 to the extent applicable to the conversion.

16  Service on the Department of State under this subsection is

17  made in the same manner and with the same consequences as

18  under s. 48.181.

19         (5)  Neither the rights of creditors nor any liens upon

20  the property of a domestic limited liability company that is

21  converted into another business entity under this chapter

22  shall be impaired by such conversion.

23         (6)  The member interests, obligations, and other

24  securities, or rights to acquire any member interests,

25  obligations, or other securities, of the domestic limited

26  liability company shall be converted into the shares,

27  partnership interests, interests, obligations, or other

28  securities of the other business entity, including any rights

29  to acquire any such shares, interests, obligations, or other

30  securities, or, in whole or in part, into cash or other

31  consideration as provided in the plan of conversion. The


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 1  former members of the converting domestic limited liability

 2  company shall be entitled only to the rights provided in the

 3  plan of conversion and to their appraisal rights, if any,

 4  under ss. 608.4351-608.43595 or other applicable law.

 5         Section 13.  Subsection (3) of section 608.452, Florida

 6  Statutes, is amended, subsections (9) and (10) of that section

 7  are renumbered as subsections (10) and (11), respectively, and

 8  new subsection (9) is added to that section, to read:

 9         608.452  Fees of the Department of State.--The fees of

10  the Department of State under this chapter are as follows:

11         (3)  For filing a certificate articles of merger of

12  limited liability companies or other business entities, $25

13  per constituent party to the merger, unless a specific fee is

14  required for a party in other applicable law.

15         (9)  For filing a certificate of conversion of a

16  limited liability company, $25.

17         Section 14.  Subsection (16) of section 617.0302,

18  Florida Statutes, is amended to read:

19         617.0302  Corporate powers.--Every corporation not for

20  profit organized under this act, unless otherwise provided in

21  its articles of incorporation or bylaws, shall have power to:

22         (16)  Merge with other corporations or other business

23  entities, both for profit and not for profit, domestic and

24  foreign, if the surviving corporation or other surviving

25  business entity is a corporation not for profit or other

26  business entity that has been organized as a not-for-profit

27  entity under a governing statute or other applicable law that

28  permits such a merger.

29         Section 15.  Subsection (1) of section 617.0505,

30  Florida Statutes, is amended to read:

31  


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 1         617.0505  Payment of dividends and distribution of

 2  income to members prohibited; issuance of certificates of

 3  membership; effect of stock issued under prior law.--

 4         (1)  A dividend may not be paid, and any part of the

 5  income or profit of a corporation may not be distributed, to

 6  its members, directors, or officers. A private club that is

 7  established for social, pleasure, or recreational purposes and

 8  organized as a corporation of which the equity interests are

 9  held by the members may purchase the equity membership

10  interest of any member and the payment for such interest is

11  not a distribution for purposes of this section. A corporation

12  may pay compensation in a reasonable amount to its members,

13  directors, or officers for services rendered, may confer

14  benefits upon its members in conformity with its purposes,

15  and, upon dissolution or final liquidation, may make

16  distributions to its members as permitted by this act. If

17  expressly permitted by its articles of incorporation, a

18  corporation may make distributions upon partial liquidation to

19  its members, as permitted by this section. Any such payment,

20  benefit, or distribution does not constitute a dividend or a

21  distribution of income or profit for purposes of this section.

22  Any corporation which is a utility exempt from regulation

23  under s. 367.022(7), whose articles of incorporation state

24  that it is exempt from taxation under s. 501(c)(12) of the

25  Internal Revenue Code, may make such refunds to its members,

26  prior to a dissolution or liquidation, as its managing board

27  deems necessary to establish or preserve its tax-exempt

28  status.  Any such refund does not constitute a dividend or a

29  distribution of income or profit for purposes of this section.

30         Section 16.  Section 617.1108, Florida Statutes, is

31  created to read:


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 1         617.1108  Merger of domestic corporation and other

 2  business entities.--Subject to s. 617.0302(16) and other

 3  applicable provisions of this chapter, ss. 607.1108, 607.1109,

 4  and 607.11101 shall apply to a merger involving a corporation

 5  not for profit organized under this act and one or more other

 6  business entities identified in s. 607.1108(1).

 7         Section 17.  Sections 620.1101, 620.1102, 620.1103,

 8  620.1104, 620.1105, 620.1106, 620.1107, 620.1108, 620.1109,

 9  620.1110, 620.1111, 620.1112, 620.1113, 620.1114, 620.1115,

10  620.1116, 620.1117, 620.1118, 620.1201, 620.1202, 620.1203,

11  620.1204, 620.1205, 620.1206, 620.1207, 620.1208, 620.1209,

12  620.1210, 620.1301, 620.1302, 620.1303, 620.1304, 620.1305,

13  620.1306, 620.1401, 620.1402, 620.1403, 620.1404, 620.1405,

14  620.1406, 620.1407, 620.1408, 620.1501, 620.1502, 620.1503,

15  620.1504, 620.1505, 620.1506, 620.1507, 620.1508, 620.1509,

16  620.1601, 620.1602, 620.1603, 620.1604, 620.1605, 620.1606,

17  620.1607, 620.1701, 620.1702, 620.1703, 620.1704, 620.1801,

18  620.1802, 620.1803, 620.1804, 620.1805, 620.1806, 620.1807,

19  620.1808, 620.1809, 620.1810, 620.1811, 620.1812, 620.1813,

20  620.1901, 620.1902, 620.1903, 620.1904, 620.1905, 620.1906,

21  620.1907, 620.1908, 620.1909, 620.1910, 620.2001, 620.2002,

22  620.2003, 620.2004, 620.2005, 620.2101, 620.2102, 620.2103,

23  620.2104, 620.2105, 620.2106, 620.2107, 620.2108, 620.2109,

24  620.2110, 620.2111, 620.2112, 620.2113, 620.2114, 620.2115,

25  620.2116, 620.2117, 620.2118, 620.2119, 620.2120, 620.2121,

26  620.2122, 620.2123, 620.2124, 620.2125, 620.2201, 620.2202,

27  620.2203, 620.2204, and 620.2205, Florida Statutes, are

28  created to read:

29         620.1101  Popular name.--This section and sections

30  620.1102-620.2205 may be cited as the "Florida Revised Uniform

31  Limited Partnership Act of 2005."


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    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         620.1102  Definitions.--As used in this act:

 2         (1)  "Act" means the Florida Revised Uniform Limited

 3  Partnership Act of 2005, as amended.

 4         (2)  "Certificate of limited partnership" means the

 5  certificate required by s. 620.1201. The term includes the

 6  certificate as amended or restated.

 7         (3)  "Contribution," except in the phrase "right of

 8  contribution," means any benefit provided by a person to a

 9  limited partnership in order to become a partner or in the

10  person's capacity as a partner.

11         (4)  "Debtor in bankruptcy" means a person that is the

12  subject of:

13         (a)  An order for relief under Title 11 U.S.C. or a

14  comparable order under a successor statute of general

15  application; or

16         (b)  A comparable order under federal, state, or

17  foreign law governing insolvency.

18         (5)  "Designated office" means:

19         (a)  With respect to a limited partnership, the office

20  that the limited partnership is required to designate and

21  maintain under s. 620.1114.

22         (b)  With respect to a foreign limited partnership, its

23  principal office.

24         (6)  "Distribution" means a transfer of money or other

25  property from a limited partnership to a partner in the

26  partner's capacity as a partner or to a transferee on account

27  of a transferable interest owned by the transferee.

28         (7)  "Foreign limited liability limited partnership"

29  means a foreign limited partnership whose general partners

30  have limited liability for the obligations of the foreign

31  


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 1  limited partnership under a provision similar to s.

 2  620.1404(3).

 3         (8)  "Foreign limited partnership" means a partnership

 4  formed under the laws of a jurisdiction other than this state

 5  and required by those laws to have one or more general

 6  partners and one or more limited partners. The term includes a

 7  foreign limited liability limited partnership.

 8         (9)  "General partner" means:

 9         (a)  With respect to a limited partnership, a person

10  that:

11         1.  Becomes a general partner under s. 620.1401; or

12         2.  Was a general partner in a limited partnership when

13  the limited partnership became subject to this act under s.

14  620.2204(1) or (2).

15         (b)  With respect to a foreign limited partnership, a

16  person that has rights, powers, and obligations similar to

17  those of a general partner in a limited partnership.

18         (10)  "Limited liability limited partnership," except

19  in the phrase "foreign limited liability limited partnership,"

20  means a limited partnership whose certificate of limited

21  partnership states that the limited partnership is a limited

22  liability limited partnership, or which was a limited

23  liability limited partnership when the limited partnership

24  became subject to this act under s. 620.2204(1) or (2).

25         (11)  "Limited partner" means:

26         (a)  With respect to a limited partnership, a person

27  that:

28         1.  Becomes a limited partner under s. 620.1301; or

29         2.  Was a limited partner in a limited partnership when

30  the limited partnership became subject to this act under

31  subsection 620.2204(1) or (2).


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    ENROLLED

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 1         (b)  With respect to a foreign limited partnership, a

 2  person that has rights, powers, and obligations similar to

 3  those of a limited partner in a limited partnership.

 4         (12)  "Limited partnership," except in the phrases

 5  "foreign limited partnership" and "foreign limited liability

 6  limited partnership," means an entity, having one or more

 7  general partners and one or more limited partners, which is

 8  formed under this act by two or more persons or becomes

 9  subject to this act as the result of a conversion or merger

10  under this act, or which was a limited partnership governed by

11  the laws of this state when this act became a law and became

12  subject to this act under s. 620.2204(1) or (2). The term

13  includes a limited liability limited partnership.

14         (13)  "Partner" means a limited partner or general

15  partner.

16         (14)  "Partnership agreement" means the partners'

17  agreement, whether oral, implied, in a record, or in any

18  combination thereof, concerning the limited partnership. The

19  term includes the agreement as amended or restated.

20         (15)  "Person" means an individual, corporation,

21  business trust, estate, trust, partnership, limited liability

22  company, association, joint venture, or government;

23  governmental subdivision, agency, or instrumentality; public

24  corporation; or any other legal or commercial entity.

25         (16)  "Person dissociated as a general partner" means a

26  person dissociated as a general partner of a limited

27  partnership.

28         (17)  "Principal office" means the office at which the

29  principal executive office of a limited partnership or foreign

30  limited partnership is located, whether or not the office is

31  located in this state.


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    ENROLLED

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 1         (18)  "Record" means information that is inscribed on a

 2  tangible medium or that is stored in an electronic or other

 3  medium and is retrievable in perceivable form.

 4         (19)  "Registered agent" means the person acting as the

 5  registered agent of the limited partnership for service of

 6  process and meeting the requirements in s. 620.1114.

 7         (20)  "Registered office" means the address of the

 8  registered agent meeting the requirements of s. 620.1114.

 9         (21)  "Required information" means the information that

10  a limited partnership is required to maintain under s.

11  620.1111.

12         (22)  "Sign" means to:

13         (a)  Execute or adopt a tangible symbol with the

14  present intent to authenticate a record; or

15         (b)  Attach or logically associate an electronic

16  symbol, sound, or process to or with a record with the present

17  intent to authenticate the record.

18         (23)  "State" means a state of the United States, the

19  District of Columbia, Puerto Rico, the United States Virgin

20  Islands, or any territory or insular possession subject to the

21  jurisdiction of the United States.

22         (24)  "Transfer" includes an assignment, conveyance,

23  deed, bill of sale, lease, mortgage, security interest,

24  encumbrance, gift, or transfer by operation of law.

25         (25)  "Transferable interest" means a partner's right

26  to receive distributions.

27         (26)  "Transferee" means a person to which all or part

28  of a transferable interest has been transferred, whether or

29  not the transferor is a partner.

30         620.1103  Knowledge and notice.--

31  


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    ENROLLED

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 1         (1)  A person knows a fact if the person has actual

 2  knowledge of the fact.

 3         (2)  A person has notice of a fact if the person:

 4         (a)  Knows of the fact;

 5         (b)  Has received a notification of the fact;

 6         (c)  Has reason to know the fact exists from all of the

 7  facts known to the person at the time in question; or

 8         (d)  Has notice of the fact under subsection (3) or

 9  subsection (4).

10         (3)  A certificate of limited partnership on file in

11  the Department of State is notice that the partnership is a

12  limited partnership and the persons designated in the

13  certificate as general partners are general partners. Except

14  as otherwise provided in subsection (4), the certificate is

15  not notice of any other fact.

16         (4)  A person has notice of:

17         (a)  Another person's dissociation as a general partner

18  90 days after the effective date of an amendment to the

19  certificate of limited partnership which states that the other

20  person has dissociated or 90 days after the effective date of

21  a statement of dissociation pertaining to the other person,

22  whichever occurs first;

23         (b)  A limited partnership's dissolution 90 days after

24  the effective date of the certificate of dissolution of the

25  limited partnership;

26         (c)  A limited partnership's termination 90 days after

27  the effective date of a statement of termination;

28         (d)  A limited partnership's conversion under s.

29  620.2102 90 days after the effective date of the certificate

30  of conversion;

31  


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    ENROLLED

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 1         (e)  A merger under s. 620.2106 90 days after the

 2  effective date of the certificate of merger; or

 3         (f)  Any limitations upon the authority of a general

 4  partner as set forth in the initial certificate of limited

 5  partnership or, if the limitations are added by an amendment

 6  or restatement of the certificate of limited partnership, 90

 7  days after the effective date of the amendment or restatement,

 8  provided a provision in the certificate of limited partnership

 9  limiting the authority of a general partner to transfer real

10  property held in the name of the limited partnership is not

11  notice of the limitation to a person who is not a partner

12  unless the limitation appears in an affidavit, certificate, or

13  other instrument that bears the name of the limited

14  partnership and is recorded in the office for recording

15  transfers of such real property.

16         (5)  A person notifies or gives a notification to

17  another person by taking steps reasonably required to inform

18  the other person in the ordinary course, whether or not the

19  other person learns of it.

20         (6)  A person receives a notification when the

21  notification:

22         (a)  Comes to the person's attention; or

23         (b)  Is delivered at the person's place of business or

24  at any other place held out by the person as a place for

25  receiving communications.

26         (7)  Except as otherwise provided in subsection (8), a

27  person other than an individual knows, has notice, or receives

28  a notification of a fact for purposes of a particular

29  transaction when the individual conducting the transaction for

30  the person knows, has notice, or receives a notification of

31  the fact, or in any event when the fact would have been


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    ENROLLED

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 1  brought to the individual's attention if the person had

 2  exercised reasonable diligence. A person other than an

 3  individual exercises reasonable diligence if such person

 4  maintains reasonable routines for communicating significant

 5  information to the individual conducting the transaction for

 6  the person and there is reasonable compliance with the

 7  routines. Reasonable diligence does not require an individual

 8  acting for the person to communicate information unless the

 9  communication is part of the individual's regular duties or

10  the individual has reason to know of the transaction and that

11  the transaction would be materially affected by the

12  information.

13         (8)  A general partner's knowledge, notice, or receipt

14  of a notification of a fact relating to the limited

15  partnership is effective immediately as knowledge of, notice

16  to, or receipt of a notification by the limited partnership,

17  except in the case of a fraud on the limited partnership

18  committed by or with the consent of the general partner. A

19  limited partner's knowledge, notice, or receipt of a

20  notification of a fact relating to the limited partnership is

21  not effective as knowledge of, notice to, or receipt of a

22  notification by the limited partnership.

23         620.1104  Nature, purpose, and duration of entity.--

24         (1)  A limited partnership is an entity distinct from

25  its partners. A limited partnership is the same entity

26  regardless of whether its certificate states that the limited

27  partnership is a limited liability limited partnership.

28         (2)  A limited partnership may be organized under this

29  act for any lawful purpose.

30         (3)  A limited partnership has a perpetual duration.

31  


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    ENROLLED

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 1         620.1105  Powers.--A limited partnership has the powers

 2  to do all things necessary or convenient to carry on its

 3  activities, including the power to sue, be sued, and defend in

 4  its own name and to maintain an action against a partner for

 5  harm caused to the limited partnership by a breach of the

 6  partnership agreement or violation of a duty to the

 7  partnership.

 8         620.1106  Governing law.--The laws of this state govern

 9  relations among the partners of a limited partnership and

10  between the partners and the limited partnership and the

11  liability of partners as partners for an obligation of the

12  limited partnership.

13         620.1107  Supplemental principles of law; rate of

14  interest.--

15         (1)  Unless displaced by particular provisions of this

16  act, the principles of law and equity supplement this act.

17         (2)  If an obligation to pay interest arises under this

18  act and the rate is not specified, the same rate of interest

19  that has been determined for judgments in accordance with s.

20  55.03 shall apply to the obligation in question.

21         620.1108  Name.--

22         (1)  The name of a limited partnership may contain the

23  name of any partner.

24         (2)  The name of a limited partnership that is not a

25  limited liability limited partnership must contain the phrase

26  "limited partnership" or "limited" or the abbreviation "L.P."

27  or "Ltd." or the designation "LP," and may not contain the

28  phrase "limited liability limited partnership" or the

29  abbreviation "L.L.L.P." or the designation "LLLP."

30         (3)  The name of a limited liability limited

31  partnership must contain the phrase "limited liability limited


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 1  partnership" or the abbreviation "L.L.L.P." or designation

 2  "LLLP," except that a limited liability limited partnership

 3  organized prior to the effective date of this act that is

 4  using an abbreviation or designation permitted under prior law

 5  shall be entitled to continue using such abbreviation or

 6  designation until its dissolution.

 7         (4)  The name of a limited partnership must be

 8  distinguishable in the records of the Department of State

 9  from  the names of all other entities or filings, except

10  fictitious name registrations pursuant to s. 865.09 organized,

11  registered, or reserved under the laws of this state, the

12  names of which are on file with the Department of State.

13         (5)  Subject to s. 620.905, this section applies to any

14  foreign limited partnership transacting business in this

15  state, having a certificate of authority to transact business

16  in this state, or applying for a certificate of authority.

17         620.1109  Department of State; fees.--In addition to

18  the supplemental corporate fee of $88.75 imposed pursuant to

19  s. 607.193, the fees of the Department of State under this act

20  are as follows:

21         (1)  For furnishing a certified copy, $52.50 for the

22  first 15 pages plus $1.00 for each additional page.

23         (2)  For filing an original certificate of limited

24  partnership, $965.

25         (3)  For filing an original application for

26  registration as a foreign limited partnership, $965.

27         (4)  For filing certificate of conversion, $52.50.

28         (5)  For filing certificate of merger, $52.50 for each

29  party thereto.

30         (6)  For filing a reinstatement, $500 for each calendar

31  year or part thereof the limited partnership was


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 1  administratively dissolved or foreign limited partnership was

 2  revoked in the records of the Department of State.

 3         (7)  For filing an annual report, $411.25.

 4         (8)  For filing a certificate:

 5         (a)  Designating a registered agent, $35;

 6         (b)  Changing a registered agent or registered office

 7  address, $35;

 8         (c)  Resigning as a registered agent, $87.50; or

 9         (d)  Of amendment or restatement of the certificate of

10  limited partnership, $52.50;

11         (9)  For filing a statement of termination, $52.50.

12         (10)  For filing a notice of cancellation for foreign

13  limited partnership, $52.50.

14         (11)  For furnishing a certificate of status or

15  authorization, $8.75.

16         (12)  For filing a certificate of dissolution, $52.50.

17         (13)  For filing a certificate of revocation of

18  dissolution, $52.50.

19         (14)  For filing any other domestic or foreign limited

20  partnership document, $52.50.

21         620.1110  Effect of partnership agreement; nonwaivable

22  provisions.--

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

24  the partnership agreement governs relations among the partners

25  and between the partners and the partnership. To the extent

26  the partnership agreement does not otherwise provide, this act

27  governs relations among the partners and between the partners

28  and the partnership.

29         (2)  A partnership agreement may not:

30         (a)  Vary a limited partnership's power under s.

31  620.1105 to sue, be sued, and defend in its own name;


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 1         (b)  Vary the law applicable to a limited partnership

 2  under s. 620.106;

 3         (c)  Vary the requirements of s. 620.1204;

 4         (d)  Vary the information required under s. 620.1111 or

 5  unreasonably restrict the right to information under s.

 6  620.1304 or s. 620.1407, but the partnership agreement may

 7  impose reasonable restrictions on the availability and use of

 8  information obtained under those sections and may define

 9  appropriate remedies, including liquidated damages, for a

10  breach of any reasonable restriction on use;

11         (e)  Eliminate the duty of loyalty of a general partner

12  under s. 620.1408 but the partnership agreement may:

13         1.  Identify specific types or categories of activities

14  that do not violate the duty of loyalty, if not manifestly

15  unreasonable; and

16         2.  Specify the number, percentage, class, or other

17  type of partners that may authorize or ratify, after full

18  disclosure to all partners of all material facts, a specific

19  act or transaction that otherwise would violate the duty of

20  loyalty;

21         (f)  Unreasonably reduce the duty of care of a general

22  partner under s. 620.1408(3);

23         (g)  Eliminate the obligation of good faith and fair

24  dealing under ss. 620.1305(2) and 620.1408(4), but the

25  partnership agreement may prescribe the standards by which the

26  performance of the obligation is to be measured, if the

27  standards are not manifestly unreasonable;

28         (h)  Vary the power of a person to dissociate as a

29  general partner under s. 620.1604(1), except to require that

30  the notice under s. 620.1603(1) be in a record;

31  


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 1         (i)  Vary the power of a court to decree dissolution in

 2  the circumstances specified in s. 620.1802;

 3         (j)  Vary the requirement to wind up the partnership's

 4  business as specified in s. 620.1803;

 5         (k)  Unreasonably restrict the right to maintain an

 6  action under s. 620.2001 or s. 620.2002;

 7         (l)  Restrict the right of a partner under s.

 8  620.2110(1) to approve a conversion or merger or the right of

 9  a general partner under s. 620.2110(2) to consent to an

10  amendment to the certificate of limited partnership which

11  deletes a statement that the limited partnership is a limited

12  liability limited partnership; or

13         (m)  Restrict rights under this act of a person other

14  than a partner or a transferee.

15         620.1111  Required information.--A limited partnership

16  shall maintain at its designated office the following

17  information:

18         (1)  A current list showing the full name and last

19  known street and mailing address of each partner, separately

20  identifying the general partners, in alphabetical order, and

21  the limited partners, in alphabetical order.

22         (2)  A copy of the initial certificate of limited

23  partnership and all amendments to and restatements of the

24  certificate, together with signed copies of any powers of

25  attorney under which any certificate, amendment, or

26  restatement has been signed.

27         (3)  A copy of any filed certificate of conversion or

28  merger, together with the plan of conversion or plan of merger

29  approved by the partners.

30  

31  


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 1         (4)  A copy of the limited partnership's federal,

 2  state, and local income tax returns and reports, if any, for

 3  the 3 most recent years.

 4         (5)  A copy of any partnership agreement made in a

 5  record and any amendment made in a record to any partnership

 6  agreement.

 7         (6)  A copy of any financial statement of the limited

 8  partnership for the 3 most recent years.

 9         (7)  A copy of the three most recent annual reports

10  delivered by the limited partnership to the Department of

11  State pursuant to s. 620.1210.

12         (8)  A copy of any record made by the limited

13  partnership during the past 3 years of any consent given by or

14  vote taken of any partner pursuant to this act or the

15  partnership agreement.

16         (9)  Unless contained in a partnership agreement made

17  in a record, a record stating:

18         (a)  The amount of cash and a description and statement

19  of the agreed value of the other benefits contributed and

20  agreed to be contributed by each partner.

21         (b)  The times at which, or events on the happening of

22  which, any additional contributions agreed to be made by each

23  partner are to be made.

24         (c)  For any person that is both a general partner and

25  a limited partner, a specification of transferable interest

26  the person owns in each capacity.

27         (d)  Any events upon the happening of which the limited

28  partnership is to be dissolved and its activities wound up.

29         620.1112  Business transactions of partner with

30  partnership.--A partner may lend money to and transact other

31  business with the limited partnership and, subject to s.


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 1  620.1408 and any other applicable provisions of this act, a

 2  partner has the same rights and obligations with respect to

 3  the loan or other transaction as a person that is not a

 4  partner.

 5         620.1113  Dual capacity.--A person may be both a

 6  general partner and a limited partner. A person that is both a

 7  general and limited partner has the rights, powers, duties,

 8  and obligations provided by this act and the partnership

 9  agreement in each of those capacities. When the person acts as

10  a general partner, the person is subject to the obligations,

11  duties, and restrictions under this act and the partnership

12  agreement for general partners. When the person acts as a

13  limited partner, the person is subject to the obligations,

14  duties, and restrictions under this act and the partnership

15  agreement for limited partners.

16         620.1114  Designated office, registered office, and

17  registered agent.--

18         (1)  A limited partnership shall designate and

19  continuously maintain in this state:

20         (a)  A designated office, which need not be a place of

21  its activity in this state.

22         (b)  A registered agent for service of process upon the

23  limited partnership and a registered office, which shall be

24  the address of its registered agent.

25         (2)  A foreign limited partnership shall designate and

26  continuously maintain in this state a registered agent for

27  service of process and a registered office, which shall be the

28  address of its registered agent.

29         (3)  A registered agent of a limited partnership or

30  foreign limited partnership must be an individual who is a

31  


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 1  resident of this state or other person authorized to do

 2  business in this state.

 3         620.1115  Change of registered agent or registered

 4  office.--

 5         (1)  In order to change its registered agent or

 6  registered office address, a limited partnership or a foreign

 7  limited partnership may deliver to the Department of State for

 8  filing a statement of change containing:

 9         (a)  The name of the limited partnership or foreign

10  limited partnership.

11         (b)  The name of its current registered agent.

12         (c)  If the registered agent is to be changed, the name

13  and written acceptance of the new registered agent.

14         (d)  The street address of its current registered

15  office address for its registered agent.

16         (e)  If the registered office address is to be changed,

17  the new street address in this state of such office.

18         (2)  A statement of change is effective when filed by

19  the Department of State.

20         (3)  The changes described in this section may also be

21  made on the limited partnership or foreign limited

22  partnership's annual report filed with the Department of

23  State.

24         620.1116  Resignation of registered agent.--

25         (1)  In order to resign as registered agent of a

26  limited partnership or foreign limited partnership, the agent

27  must deliver to the Department of State for filing a signed

28  statement of resignation containing the name of the limited

29  partnership or foreign limited partnership.

30         (2)  After filing the statement with the Department of

31  State, the registered agent shall mail a copy to the limited


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    ENROLLED

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 1  partnership's or foreign limited partnership's current mailing

 2  address.

 3         (3)  A registered agent is terminated on the 31st day

 4  after the Department of State files the statement of

 5  resignation.

 6         620.1117  Service of process.--

 7         (1)  A registered agent appointed by a limited

 8  partnership or foreign limited partnership is an agent of the

 9  limited partnership or foreign limited partnership for service

10  of any process, notice, or demand required or permitted by law

11  to be served upon the limited partnership or foreign limited

12  partnership.

13         (2)  If a limited partnership or foreign limited

14  partnership does not appoint or maintain a registered agent in

15  this state or the registered agent cannot with reasonable

16  diligence be found at the address of the registered office,

17  the Department of State shall be an agent of the limited

18  partnership or foreign limited partnership upon whom process,

19  notice, or demand may be served.

20         (3)  Service of any process, notice, or demand on the

21  Department of State may be made by delivering to and leaving

22  with the Department of State duplicate copies of the process,

23  notice, or demand.

24         (4)  Service is effected under subsection (3) upon the

25  date shown as having been received by the Department of State.

26         (5)  The Department of State shall keep a record of

27  each process, notice, and demand served pursuant to this

28  section and record the time of, and the action taken

29  regarding, the service.

30  

31  


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    ENROLLED

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 1         (6)  This section does not affect the right to serve

 2  process, notice, or demand in any other manner provided by

 3  law.

 4         620.1118  Consent and proxies of partners.--Subject to

 5  the management and approval rights described in s. 620.1406,

 6  an action requiring the consent of partners under this act may

 7  be taken without a meeting, and a partner may appoint a proxy

 8  to consent or otherwise act for the partner by a record

 9  appointing the proxy that is signed, either personally or by

10  the partner's attorney in fact.

11         620.1201  Formation of limited partnership; certificate

12  of limited partnership.--

13         (1)  In order for a limited partnership to be formed, a

14  certificate of limited partnership must be delivered to the

15  Department of State for filing. The certificate must state:

16         (a)  The name of the limited partnership, which must

17  comply with s. 620.1108.

18         (b)  The street and mailing address of the initial

19  designated office of the limited partnership, and the name,

20  street address in this state, and written acceptance of the

21  initial registered agent.

22         (c)  The name and the business address of each general

23  partner; each general partner that is not an individual must

24  be organized or otherwise registered with the Department of

25  State as required by law, must maintain an active status, and

26  must not be dissolved, revoked, or withdrawn.

27         (d)  Whether the limited partnership is a limited

28  liability limited partnership.

29         (e)  Any additional information which may be required

30  by s. 620.2104 or s. 620.2108.

31  


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 1         (2)  A certificate of limited partnership may also

 2  contain any other matters, but may not vary or otherwise

 3  affect the provisions specified in s. 620.1110(2) in a manner

 4  inconsistent with that section.

 5         (3)  If there has been substantial compliance with

 6  subsection (1), then subject to s. 620.1206(3), a limited

 7  partnership is formed when the Department of State files the

 8  certificate of limited partnership.

 9         (4)  Subject to subsection (2), if any provision of a

10  partnership agreement is inconsistent with the filed

11  certificate of limited partnership, or with a filed statement

12  of dissociation, termination, or change, a filed certificate

13  of conversion or merger, or a certificate of dissolution or

14  revocation of dissolution, involving the limited partnership:

15         (a)  The partnership agreement prevails as to partners

16  and transferees.

17         (b)  The filed certificate of limited partnership,

18  statement of dissociation, termination, or change, certificate

19  of conversion or merger, or certificate of dissolution or

20  revocation of dissolution prevails as to persons, other than

21  partners and transferees, that reasonably rely on the filed

22  record to their detriment.

23         620.1202  Amendment or restatement of certificate.--

24         (1)  In order to amend or restate its certificate of

25  limited partnership, a limited partnership must deliver to the

26  Department of State for filing an amendment or restatement or,

27  pursuant to s. 620.2108, certificate of merger stating:

28         (a)  The name of the limited partnership.

29         (b)  The date of filing of its initial certificate.

30         (c)  The changes the amendment or restatement makes to

31  the certificate as most recently amended or restated.


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    ENROLLED

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 1         (2)  A limited partnership shall promptly deliver to

 2  the Department of State for filing an amendment to or

 3  restatement of a certificate of limited partnership to

 4  reflect:

 5         (a)  The admission of a new general partner;

 6         (b)  The dissociation of a person as a general partner;

 7  or

 8         (c)  The appointment of a person to wind up the limited

 9  partnership's activities under s. 620.1803(3) or (4).

10         (3)  A general partner that knows that any information

11  in a filed certificate of limited partnership was false when

12  the certificate was filed or has become false due to changed

13  circumstances shall promptly:

14         (a)  Cause the certificate to be amended or restated;

15  or

16         (b)  If appropriate, deliver to the Department of State

17  for filing a statement of change pursuant to s. 620.1115 or a

18  statement of correction pursuant to s. 620.1207.

19         (4)  A certificate of limited partnership may be

20  amended or restated at any time for any other proper purpose

21  as determined by the limited partnership.

22         (5)  Subject to s. 620.1206(3), an amendment or

23  restated certificate is effective when filed by the Department

24  of State.

25         (6)  A limited partnership may, whenever desired,

26  integrate into a single instrument all of the provisions of

27  its certificate of limited partnership which are then in

28  effect and operative as a result of there having theretofore

29  been filed with the Department of State one or more

30  certificates or other instruments pursuant to any provision of

31  this section, and the limited partnership may at the same time


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    ENROLLED

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 1  further amend its certificate of limited partnership by

 2  adopting a restated certificate of limited partnership in

 3  accordance with subsections (7)-(10).

 4         (7)  If the restated certificate of limited partnership

 5  merely restates and integrates but does not further amend the

 6  initial certificate of limited partnership, as theretofore

 7  amended or restated by any instrument that was executed and

 8  filed pursuant to any of the subsections in this section, the

 9  restated certificate shall be specifically designated in its

10  heading as a "Restated Certificate of Limited Partnership,"

11  together with such other words as the limited partnership may

12  deem appropriate, and shall be executed by at least one

13  general partner and filed as provided by this act with the

14  Department of State. If the restated certificate restates and

15  integrates and also further amends in any respect the initial

16  certificate of limited partnership, as theretofore amended or

17  restated, the restated certificate shall be specifically

18  designated in its heading as an "Amended and Restated

19  Certificate of Limited Partnership," together with such other

20  words as the limited partnership may deem appropriate, and

21  shall be executed by at least one general partner and by each

22  other general partner designated in the restated certificate

23  of limited partnership as a new general partner and filed as

24  provided by this act with the Department of State.

25         (8)  A restated certificate of limited partnership

26  shall state, either in its heading or in an introductory

27  paragraph, the limited partnership's present name, and, if it

28  has been changed, the name under which it was originally

29  filed; the date of filing of its original certificate of

30  limited partnership with the Department of State; and, subject

31  to s. 620.1206(3), the delayed effective date or time, which


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 1  shall be a date or time certain, of the restated certificate

 2  if it is not to be effective upon the filing of the restated

 3  certificate. A restated certificate shall also state that it

 4  was duly executed and is being filed in accordance with this

 5  section. If the restated certificate only restates and

 6  integrates and does not further amend the limited

 7  partnership's certificate of limited partnership as

 8  theretofore amended or supplemented and there is no

 9  discrepancy between those provisions and the restated

10  certificate, it shall state that fact as well.

11         (9)  Upon the filing of the restated certificate of

12  limited partnership with the Department of State, or upon the

13  delayed effective date or time of a restated certificate of

14  limited partnership as provided for therein, the initial

15  certificate of limited partnership, as theretofore amended or

16  supplemented, shall be superseded. Thereafter, the restated

17  certificate of limited partnership, including any further

18  amendment or changes made thereby, shall be the certificate of

19  limited partnership of the limited partnership, but the

20  original effective date of formation shall remain unchanged.

21         (10)  Any amendment or change effected in accordance

22  with subsections (7)-(9) and this subsection shall be subject

23  to any other provisions of this act, not inconsistent with

24  this section, which would apply if a separate certificate of

25  amendment were filed to effect such amendment or change.

26         620.1203  Certificate of dissolution; statement of

27  termination.--

28         (1)  A certificate of dissolution shall be filed with

29  the Department of State in accordance with s. 620.1801(2) and

30  set forth:

31         (a)  The name of the limited partnership.


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 1         (b)  The date of filing of its initial certificate of

 2  limited partnership.

 3         (c)  The reason for filing the certificate of

 4  dissolution.

 5         (d)  Any other information as determined by the general

 6  partners filing the statement or by a person appointed

 7  pursuant to s. 620.1803(3) or (4).

 8         (2)  If there has been substantial compliance with

 9  subsection (1), then subject to s. 620.1206(3) the dissolution

10  of the limited partnership shall be effective when the

11  Department of State files the certificate of dissolution.

12         (3)  A dissolved limited partnership that has completed

13  winding up may deliver to the Department of State for filing a

14  statement of termination that states:

15         (a)  The name of the limited partnership.

16         (b)  The date of filing of its initial certificate of

17  limited partnership.

18         (c)  The limited partnership has completed winding up

19  its affairs and wishes to file a statement of termination.

20         (d)  Any other information as determined by the general

21  partners filing the statement or by a person appointed

22  pursuant to s. 620.1803(3) or (4).

23         620.1204  Signing of records.--

24         (1)  Each record delivered to the Department of State

25  for filing pursuant to this act must be signed in the

26  following manner:

27         (a)  An initial certificate of limited partnership must

28  be signed by all general partners listed in the certificate of

29  limited partnership.

30         (b)  An amendment adding or deleting a statement that

31  the limited partnership is a limited liability limited


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    ENROLLED

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 1  partnership must be signed by all general partners listed in

 2  the certificate of limited partnership.

 3         (c)  An amendment designating as general partner a

 4  person admitted under s. 620.1801(1)(c) following the

 5  dissociation of a limited partnership's last general partner

 6  must be signed by that person.

 7         (d)  An amendment required by s. 620.1803(3) following

 8  the appointment of a person to wind up the dissolved limited

 9  partnership's activities must be signed by that person.

10         (e)  Any other amendment must be signed by:

11         1.  At least one general partner listed in the

12  certificate of limited partnership.

13         2.  Each other person designated in the amendment as a

14  new general partner.

15         3.  Each person that the amendment indicates has

16  dissociated as a general partner, unless:

17         a.  The person is deceased or a guardian or general

18  conservator has been appointed for the person and the

19  amendment so states; or

20         b.  The person has previously delivered to the

21  Department of State for filing a statement of dissociation.

22         (f)  A restated certificate of limited partnership must

23  be signed by at least one general partner listed in the

24  certificate, and, to the extent the restated certificate of

25  limited partnership effects a change described under any other

26  paragraph of this subsection, the certificate of limited

27  partnership must also be signed in a manner that satisfies

28  that paragraph.

29         (g)  A certificate of dissolution, a statement of

30  termination, and a certificate of revocation of dissolution

31  must be signed by all general partners listed in the


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    ENROLLED

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 1  certificate of limited partnership or, if the certificate of

 2  limited partnership of a dissolved limited partnership lists

 3  no general partners, by the person appointed pursuant to s.

 4  620.803(3) or (4) to wind up the dissolved limited

 5  partnership's activities.

 6         (h)  A certificate of conversion must be signed as

 7  provided in s. 620.2104(1).

 8         (i)  A certificate of merger must be signed as provided

 9  in s. 620.2108(1).

10         (j)  Any other record delivered on behalf of a limited

11  partnership to the Department of State for filing must be

12  signed by at least one general partner listed in the

13  certificate of limited partnership.

14         (k)  A statement by a person pursuant to s.

15  620.1605(1)(d) stating that the person has dissociated as a

16  general partner must be signed by that person.

17         (l)  A statement of withdrawal by a person pursuant to

18  s. 620.1306 must be signed by that person.

19         (m)  A record delivered on behalf of a foreign limited

20  partnership to the Department of State for filing must be

21  signed by at least one general partner of the foreign limited

22  partnership.

23         (n)  Any other record delivered on behalf of any person

24  to the Department of State for filing must be signed by that

25  person.

26         (2)  Any person may sign by an attorney in fact any

27  record to be filed pursuant to this act.

28         620.1205  Signing and filing pursuant to judicial

29  order.--

30         (1)  If a person required by this act to sign a record

31  or deliver a record to the Department of State for filing does


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    ENROLLED

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 1  not do so, any other person that is aggrieved may petition the

 2  circuit court to order:

 3         (a)  The person to sign the record;

 4         (b)  The person to deliver the record to the Department

 5  of State for filing; or

 6         (c)  The Department of State to file the record

 7  unsigned.

 8         (2)  If the person aggrieved under subsection (1) is

 9  not the limited partnership or foreign limited partnership to

10  which the record pertains, the aggrieved person shall make the

11  limited partnership or foreign limited partnership a party to

12  the action. A person aggrieved under subsection (1) may seek

13  the remedies provided in subsection (1) in the same action in

14  combination or in the alternative.

15         (3)  A record filed unsigned pursuant to this section

16  is effective without being signed.

17         620.1206  Delivery to and filing of records by

18  Department of State; effective time and date.--

19         (1)  A record authorized or required to be delivered to

20  the Department of State for filing under this act must be

21  captioned to describe the record's purpose, be in a medium

22  permitted by the Department of State, and be delivered to the

23  Department of State. Unless the Department of State determines

24  that a record does not comply with the filing requirements of

25  this act, and if all filing fees have been paid, the

26  Department of State shall file the record.

27         (2)  Upon request and payment of a fee, the Department

28  of State shall send to the requester a certified copy of the

29  requested record.

30         (3)  Except as otherwise provided in ss. 620.1116 and

31  620.1207, a record delivered to the Department of State for


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    ENROLLED

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 1  filing under this act may specify an effective time and a

 2  delayed effective date. Except as otherwise provided in this

 3  act, a record filed by the Department of State is effective:

 4         (a)  If the record does not specify an effective time

 5  and does not specify a delayed effective date, on the date and

 6  at the time the record is filed as evidenced by the Department

 7  of State's endorsement of the date and time on the record;

 8         (b)  If the record specifies an effective time but not

 9  a delayed effective date, on the date the record is filed at

10  the time specified in the record;

11         (c)  If the record specifies a delayed effective date

12  but not an effective time, at 12:01 a.m. on the earlier of:

13         1.  The specified date; or

14         2.  The 90th day after the record is filed; or

15         (d)  If the record specifies an effective time and a

16  delayed effective date, at the specified time on the earlier

17  of:

18         1.  The specified date; or

19         2.  The 90th day after the record is filed.

20         620.1207  Correcting filed record.--

21         (1)  A limited partnership or foreign limited

22  partnership may deliver to the Department of State for filing

23  a statement of correction to correct a record previously

24  delivered by the limited partnership or foreign limited

25  partnership to the Department of State and filed by the

26  Department of State, if at the time of filing the record

27  contained false or erroneous information or was defectively

28  signed.

29         (2)  A statement of correction may not state a delayed

30  effective date and must:

31  


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    ENROLLED

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 1         (a)  Describe the record to be corrected, including its

 2  filing date.

 3         (b)  Specify the incorrect information and the reason

 4  it is incorrect or the manner in which the signing was

 5  defective.

 6         (c)  Correct the incorrect information or defective

 7  signature.

 8         (3)  When filed by the Department of State, a statement

 9  of correction is effective retroactively as of the effective

10  date of the record the statement corrects, but the statement

11  is effective when filed:

12         (a)  For the purposes of s. 620.103(3) and (4).

13         (b)  As to persons relying on the uncorrected record

14  and adversely affected by the correction.

15         620.1208  Liability for false information in filed

16  record.--

17         (1)  If a record delivered to the Department of State

18  for filing under this act and filed by the Department of State

19  contains false information, a person that suffers loss by

20  reliance on the information may recover damages for the loss

21  from:

22         (a)  A person that signed the record, or caused another

23  to sign the record on the person's behalf, and knew the

24  information to be false at the time the record was signed.

25         (b)  A general partner that has notice the information

26  was false when the record was filed or has become false

27  because of changed circumstances, if the general partner has

28  notice for a reasonably sufficient time before the information

29  is relied upon to enable the general partner to effect an

30  amendment pursuant to s. 620.1202, file a petition pursuant to

31  s. 620.1205, or deliver to the Department of State for filing


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    ENROLLED

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 1  a statement of change pursuant to s. 620.1115 or a statement

 2  of correction pursuant to s. 620.1207.

 3         (2)  Signing a record authorized or required to be

 4  filed under this act constitutes an affirmation under the

 5  penalties of perjury that the facts stated in the record are

 6  true.

 7         620.1209  Certificate of status.--

 8         (1)  The Department of State, upon request and payment

 9  of the requisite fee, shall furnish a certificate of status

10  for a limited partnership if the records filed in the

11  Department of State show that the Department of State has

12  filed a certificate of limited partnership. A certificate of

13  status must state:

14         (a)  The limited partnership's name.

15         (b)  That the limited partnership was duly formed under

16  the laws of this state and the date of formation.

17         (c)  Whether all fees and penalties due to the

18  Department of State under this act have been paid.

19         (d)  Whether the limited partnership's most recent

20  annual report required by s. 620.1210 has been filed by the

21  Department of State.

22         (e)  Whether the Department of State has

23  administratively dissolved the limited partnership or received

24  a record notifying the Department of State that the limited

25  partnership has been dissolved by judicial action pursuant to

26  s. 620.1802.

27         (f)  Whether the Department of State has filed a

28  certificate of dissolution for the limited partnership.

29         (g)  Whether the Department of State has filed a

30  statement of termination for the limited partnership.

31  


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    ENROLLED

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 1         (2)  The Department of State, upon request and payment

 2  of the requisite fee, shall furnish a certificate of status

 3  for a foreign limited partnership if the records filed in the

 4  Department of State show that the Department of State has

 5  filed a certificate of authority. A certificate of status must

 6  state:

 7         (a)  The foreign limited partnership's name and any

 8  alternate name adopted under s. 620.1905(1) for use in this

 9  state.

10         (b)  That the foreign limited partnership is authorized

11  to transact business in this state.

12         (c)  Whether all fees and penalties due to the

13  Department of State under this act or other law have been

14  paid.

15         (d)  Whether the foreign limited partnership's most

16  recent annual report required by s. 620.1210 has been filed by

17  the Department of State.

18         (e)  Whether the Department of State has revoked the

19  foreign limited partnership's certificate of authority or

20  filed a notice of cancellation.

21         (3)  Subject to any qualification stated in the

22  certificate, a certificate of status issued by the Department

23  of State may be relied upon as conclusive evidence that the

24  limited partnership or foreign limited partnership is in

25  existence or is authorized to transact business in this state.

26         620.1210  Annual report for Department of State.--

27         (1)  A limited partnership or a foreign limited

28  partnership authorized to transact business in this state

29  shall deliver to the Department of State for filing an annual

30  report that states:

31  


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    ENROLLED

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 1         (a)  The name of the limited partnership or, if a

 2  foreign limited partnership, the name under which the foreign

 3  limited partnership is registered to transact business in this

 4  state.

 5         (b)  The street and mailing address of the limited

 6  partnership or foreign limited partnership, the name of its

 7  registered agent in this state, and the street address of its

 8  registered office in this state.

 9         (c)  The name and business address of each general

10  partner. Each general partner that is not an individual must

11  be organized or otherwise registered with the Department of

12  State as required by law, must maintain an active status, and

13  must not be dissolved, revoked, or withdrawn.

14         (d)  Federal Employer Identification number.

15         (e)  Any additional information that is necessary or

16  appropriate to enable the Department of State to carry out the

17  provisions of this act.

18         (2)  Information in an annual report must be current as

19  of the date the annual report is delivered to the Department

20  of State for filing.

21         (3)  The first annual report must be delivered to the

22  Department of State between January 1 and May 1 of the year

23  following the calendar year in which a limited partnership was

24  formed or a foreign limited partnership was authorized to

25  transact business. An annual report must be delivered to the

26  Department of State between January 1 and May 1 of each

27  subsequent calendar year.

28         (4)  If an annual report does not contain the

29  information required in subsection (1), the Department of

30  State shall promptly notify the reporting limited partnership

31  or foreign limited partnership and return the report to it for


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    ENROLLED

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 1  correction. If the report is corrected to contain the

 2  information required in subsection (1) and delivered to the

 3  Department of State within 30 days after the effective date of

 4  the notice, it is timely delivered.

 5         (5)  If a filed annual report contains the address of a

 6  designated office, name of a registered agent, or registered

 7  office address which differs from the information shown in the

 8  records of the Department of State immediately before the

 9  filing, the differing information in the annual report is

10  considered a statement of change under s. 620.1115.

11         620.1301  Becoming limited partner.--A person becomes a

12  limited partner:

13         (1)  As provided in the partnership agreement;

14         (2)  As the result of a conversion or merger involving

15  the limited partnership under this act as provided in the plan

16  of conversion or merger; or

17         (3)  With the consent of all the partners.

18         620.1302  No right or power as limited partner to bind

19  limited partnership; certain approval rights.--

20         (1)  A limited partner does not have the right or the

21  power as a limited partner to act for or bind the limited

22  partnership.

23         (2)  The limited partners have only those approval

24  rights as are described in s. 620.1406.

25         620.1303  No liability as limited partner for limited

26  partnership obligations.--An obligation of a limited

27  partnership, whether arising in contract, tort, or otherwise,

28  is not the obligation of a limited partner. A limited partner

29  is not personally liable, directly or indirectly, by way of

30  contribution or otherwise, for an obligation of the limited

31  partnership solely by reason of being a limited partner, even


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    ENROLLED

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 1  if the limited partner participates in the management and

 2  control of the limited partnership.

 3         620.1304  Right of limited partner and former limited

 4  partner to information.--

 5         (1)  Upon 10 days' demand, made in a record received by

 6  the limited partnership, a limited partner may inspect and

 7  copy required information during regular business hours in the

 8  limited partnership's designated office. The limited partner

 9  need not have any particular purpose for seeking the

10  information.

11         (2)  During regular business hours and at a reasonable

12  location specified by the limited partnership, a limited

13  partner may obtain from the limited partnership and inspect

14  and copy true and full information regarding the state of the

15  activities and financial condition of the limited partnership

16  and other information regarding the activities of the limited

17  partnership as is just and reasonable if:

18         (a)  The limited partner seeks the information for a

19  purpose reasonably related to the limited partner's interest

20  as a limited partner.

21         (b)  The limited partner makes a demand in a record

22  received by the limited partnership, describing with

23  reasonable particularity the information sought and the

24  purpose for seeking the information.

25         (c)  The information sought is directly connected to

26  the limited partner's purpose.

27         (3)  Within 10 days after receiving a demand pursuant

28  to subsection (2), the limited partnership in a record shall

29  inform the limited partner that made the demand:

30         (a)  What information the limited partnership will

31  provide in response to the demand.


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    ENROLLED

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 1         (b)  When and where the limited partnership will

 2  provide the information.

 3         (c)  If the limited partnership declines to provide any

 4  demanded information, the limited partnership's reasons for

 5  declining.

 6         (4)  Subject to subsection (6), a person dissociated as

 7  a limited partner may inspect and copy required information

 8  during regular business hours in the limited partnership's

 9  designated office if:

10         (a)  The information pertains to the period during

11  which the person was a limited partner.

12         (b)  The person seeks the information in good faith.

13         (c)  The person meets the requirements of subsection

14  (2).

15         (5)  The limited partnership shall respond to a demand

16  made pursuant to subsection (4) in the same manner as provided

17  in subsection (3).

18         (6)  If a limited partner dies, s. 620.1704 applies.

19         (7)  Subject to s. 620.1110(2)(d), the limited

20  partnership may impose reasonable restrictions on the use of

21  information obtained under this section. In a dispute

22  concerning the reasonableness of a restriction under this

23  subsection, the limited partnership has the burden of proving

24  reasonableness.

25         (8)  A limited partnership may charge a person that

26  makes a demand under this section reasonable costs of copying,

27  limited to the costs of labor and material.

28         (9)  Whenever this act or a partnership agreement

29  provides for a limited partner to give or withhold consent to

30  a matter, before the consent is given or withheld, the limited

31  partnership shall, without demand, provide the limited partner


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1  with all information material to the limited partner's

 2  decision that the limited partnership knows.

 3         (10)  A limited partner or person dissociated as a

 4  limited partner may exercise the rights under this section

 5  through an attorney or other agent. Any restriction imposed

 6  under subsection (7) or by the partnership agreement applies

 7  both to the attorney or other agent and to the limited partner

 8  or person dissociated as a limited partner.

 9         (11)  The rights stated in this section do not extend

10  to a person as transferee but may be exercised by the legal

11  representative of an individual under legal disability who is

12  a limited partner or person dissociated as a limited partner.

13         620.1305  Limited duties of limited partners.--

14         (1)  A limited partner does not have any fiduciary duty

15  to the limited partnership or to any other partner solely by

16  reason of being a limited partner. To the extent a limited

17  partner is vested with or delegated management powers or

18  duties under the partnership agreement, the only fiduciary

19  duties that such limited partner has to the limited

20  partnership and the other partners with respect to the

21  exercise of such powers or duties are those duties described

22  in s. 620.1408, subject to the same standards and limitations

23  that would apply to a general partner under that section with

24  respect to the exercise of such powers or duties.

25         (2)  A limited partner shall discharge the duties to

26  the limited partnership and the other partners under this act

27  or under the partnership agreement and exercise any rights

28  consistently with the obligation of good faith and fair

29  dealing.

30         (3)  A limited partner does not violate a duty or

31  obligation under this act or under the partnership agreement


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 1  merely because the limited partner's conduct furthers the

 2  limited partner's own interest.

 3         620.1306  Person erroneously believing self to be

 4  limited partner.--

 5         (1)  Except as otherwise provided in subsection (2), a

 6  person that makes an investment in a business enterprise and

 7  erroneously but in good faith believes that the person has

 8  become a limited partner in the enterprise is not liable for

 9  the enterprise's obligations by reason of making the

10  investment, receiving distributions from the enterprise, or

11  exercising any rights of or appropriate to a limited partner,

12  if, on ascertaining the mistake, the person:

13         (a)  Causes an appropriate certificate of limited

14  partnership, amendment, or statement of correction to be

15  signed and delivered to the Department of State for filing; or

16         (b)  Withdraws from future participation as an owner in

17  the enterprise by signing and delivering to the Department of

18  State for filing a statement of withdrawal under this section.

19         (2)  A person that makes an investment described in

20  subsection (1) is liable to the same extent as a general

21  partner to any third party that enters into a transaction with

22  the enterprise, believing in good faith that the person is a

23  general partner, before the Department of State files a

24  statement of withdrawal, certificate of limited partnership,

25  amendment, or statement of correction to show that the person

26  is not a general partner.

27         (3)  If a person makes a diligent effort in good faith

28  to comply with paragraph (1)(a) and is unable to cause the

29  appropriate certificate of limited partnership, amendment, or

30  statement of correction to be signed and delivered to the

31  Department of State for filing, the person has the right to


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 1  withdraw from the enterprise pursuant to paragraph (1)(b) even

 2  if the withdrawal would otherwise breach an agreement with

 3  others that are or have agreed to become coowners of the

 4  enterprise.

 5         620.1401  Becoming general partner.--A person becomes a

 6  general partner:

 7         (1)  As provided in the partnership agreement;

 8         (2)  Under s. 620.1801(1)(c) following the dissociation

 9  of a limited partnership's last general partner;

10         (3)  As the result of a conversion or merger involving

11  the limited partnership under this act as provided for in the

12  plan of conversion or merger; or

13         (4)  With the consent of all the partners.

14         620.1402  General partner agent of limited

15  partnership.--

16         (1)  Each general partner is an agent of the limited

17  partnership for the purposes of its activities. An act of a

18  general partner, including the signing of a record in the

19  partnership's name, for apparently carrying on in the ordinary

20  course the limited partnership's activities or activities of

21  the kind carried on by the limited partnership binds the

22  limited partnership, unless the general partner did not have

23  authority to act for the limited partnership in the particular

24  matter and the person with which the general partner was

25  dealing knew, had received a notification, or had notice under

26  s. 620.1103(4) that the general partner lacked authority.

27         (2)  An act of a general partner which is not

28  apparently for carrying on in the ordinary course the limited

29  partnership's activities or activities of the kind carried on

30  by the limited partnership binds the limited partnership only

31  


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 1  if the act was approved by the other partners as provided in

 2  s. 620.1406.

 3         620.1403  Limited partnership liable for general

 4  partner's actionable conduct.--

 5         (1)  A limited partnership is liable for loss or injury

 6  caused to a person, or for a penalty incurred, as a result of

 7  a wrongful act or omission, or other actionable conduct, of a

 8  general partner acting in the ordinary course of activities of

 9  the limited partnership or with authority of the limited

10  partnership.

11         (2)  If, in the course of the limited partnership's

12  activities or while acting with authority of the limited

13  partnership, a general partner receives or causes the limited

14  partnership to receive money or property of a person not a

15  partner, and the money or property is misapplied by a general

16  partner, the limited partnership is liable for the loss.

17         620.1404  General partner's liability.--

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

19  and (3), all general partners are liable jointly and severally

20  for all obligations of the limited partnership unless

21  otherwise agreed by the claimant or provided by law.

22         (2)  A person that becomes a general partner of an

23  existing limited partnership is not personally liable for an

24  obligation of a limited partnership incurred before the person

25  became a general partner.

26         (3)  An obligation of a limited partnership incurred

27  while the limited partnership is a limited liability limited

28  partnership, whether arising in contract, tort, or otherwise,

29  is solely the obligation of the limited partnership. A general

30  partner is not personally liable, directly or indirectly, by

31  way of contribution or otherwise, for such an obligation


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 1  solely by reason of being or acting as a general partner. This

 2  subsection applies despite anything inconsistent in the

 3  partnership agreement that existed immediately before the

 4  consent required to become a limited liability limited

 5  partnership under s. 620.1406.

 6         620.1405  Actions by and against partnership and

 7  partners.--

 8         (1)  To the extent not inconsistent with s. 620.1404, a

 9  general partner may be joined in an action against the limited

10  partnership or named in a separate action.

11         (2)  A judgment against a limited partnership is not by

12  itself a judgment against a general partner. A judgment

13  against a limited partnership may not be satisfied from a

14  general partner's assets unless there is also a judgment

15  against the general partner.

16         (3)  A judgment creditor of a general partner may not

17  levy execution against the assets of the general partner to

18  satisfy a judgment based on a claim against the limited

19  partnership, unless the partner is personally liable for the

20  claim under s. 620.1404 and:

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

22  obtained against the limited partnership and a writ of

23  execution on the judgment has been returned unsatisfied in

24  whole or in part;

25         (b)  The limited partnership is a debtor in bankruptcy;

26         (c)  The general partner has agreed that the creditor

27  need not exhaust limited partnership assets;

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

29  to levy execution against the assets of a general partner

30  based on a finding that limited partnership assets subject to

31  execution are clearly insufficient to satisfy the judgment,


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 1  that exhaustion of limited partnership assets is excessively

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

 3  exercise of the court's equitable powers; or

 4         (e)  Liability is imposed on the general partner by law

 5  or contract independent of the existence of the limited

 6  partnership.

 7         620.1406  Management rights of general partner;

 8  approval rights of other partners.--

 9         (1)  Each general partner has equal rights in the

10  management and conduct of the limited partnership's

11  activities. Any matter relating to the activities of the

12  limited partnership may be exclusively decided by the general

13  partner or, if there is more than one general partner, by a

14  majority of the general partners, except that the following

15  actions require the approval of all general partners:

16         (a)  Amending the partnership agreement or the

17  certificate of limited partnership, including any statement

18  changing the status of the limited partnership to a limited

19  liability limited partnership or deleting a statement that the

20  limited partnership is a limited liability limited

21  partnership.

22         (b)  Admitting a limited partner under s. 620.1301.

23         (c)  Admitting a general partner under s. 620.1401.

24         (d)  Compromising a partner's obligation to make

25  contributions under s. 620.1502 or return an improper

26  distribution under s. 620.1508.

27         (e)  Expelling a limited partner under s. 620.1601.

28         (f)  Redeeming a transferable interest subject to a

29  charging order under s. 620.1703.

30         (g)  Dissolving the limited partnership under s.

31  620.1801.


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 1         (h)  Approving a plan of conversion under s. 620.2103

 2  or a plan of merger under s. 620.2107.

 3         (i)  Selling, leasing, exchanging, or otherwise

 4  disposing of all, or substantially all, of the limited

 5  partnership's property, with or without good will, other than

 6  in the usual and regular course of the limited partnership's

 7  activities.

 8         (2)  The expulsion of a general partner under s.

 9  620.1603 shall require the consent of all of the other general

10  partners.

11         (3)  In addition to the approval of the general

12  partners required by subsections (1) and (2), the approval of

13  all limited partners shall be required to take any of the

14  actions under subsection (1) or subsection (2) with the

15  exception of a transaction described in paragraph (1)(h) or a

16  transaction described in paragraph (1)(i).

17         (4)  The approval of a plan of conversion under s.

18  620.2103 or a plan of merger under s. 620.2107 shall require

19  the consent of the limited partners in the manner described

20  therein.

21         (5)  A transaction described in paragraph (1)(i) shall

22  require approval of limited partners owning a majority of the

23  rights to receive distributions as limited partners at the

24  time the consent is to be effective.

25         (6)  A limited partnership shall reimburse a general

26  partner for payments made and indemnify a general partner for

27  liabilities incurred by the general partner in the ordinary

28  course of the activities of the partnership or for the

29  preservation of its activities or property if such payments

30  were made or such liabilities were incurred in good faith and

31  


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 1  either in the furtherance of the limited partnership's

 2  purposes or the ordinary scope of its activities.

 3         (7)  A limited partnership shall reimburse a general

 4  partner for an advance to the limited partnership beyond the

 5  amount of capital the general partner agreed to contribute.

 6         (8)  A payment or advance made by a general partner

 7  which gives rise to an obligation of the limited partnership

 8  under subsection (6) or subsection (7) constitutes a loan to

 9  the limited partnership which accrues interest from the date

10  of the payment or advance.

11         (9)  A general partner is not entitled to remuneration

12  for services performed for the partnership.

13         620.1407  Right of general partner and former general

14  partner to information.--

15         (1)  A general partner, without having any particular

16  purpose for seeking the information, may inspect and copy

17  during regular business hours:

18         (a)  In the limited partnership's designated office,

19  required information.

20         (b)  At a reasonable location specified by the limited

21  partnership, any other records maintained by the limited

22  partnership regarding the limited partnership's activities and

23  financial condition.

24         (2)  Each general partner and the limited partnership

25  shall furnish to a general partner:

26         (a)  Without demand, any information concerning the

27  limited partnership's activities, reasonably required for the

28  proper exercise of the general partner's rights and duties

29  under the partnership agreement or this act.

30         (b)  On demand, any other information concerning the

31  limited partnership's activities, except to the extent the


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 1  demand or the information demanded is unreasonable or

 2  otherwise improper under the circumstances.

 3         (3)  Subject to subsection (5), upon 10 days' demand

 4  made in a record received by the limited partnership, a person

 5  dissociated as a general partner may have access to the

 6  information and records described in subsection (1) at the

 7  location specified in subsection (1) if:

 8         (a)  The information or record pertains to the period

 9  during which the person was a general partner.

10         (b)  The person seeks the information or record in good

11  faith.

12         (c)  The person satisfies the requirements imposed on a

13  limited partner by s. 620.1304(2).

14         (4)  The limited partnership shall respond to a demand

15  made pursuant to subsection (3) in the same manner as provided

16  in s. 620.1304(3).

17         (5)  If a general partner dies, s. 620.1704 applies.

18         (6)  The limited partnership may impose reasonable

19  restrictions on the use of information under this section. In

20  any dispute concerning the reasonableness of a restriction

21  under this subsection, the limited partnership has the burden

22  of proving reasonableness.

23         (7)  A limited partnership may charge a person

24  dissociated as a general partner that makes a demand under

25  this section reasonable costs of copying, limited to the costs

26  of labor and material.

27         (8)  A general partner or person dissociated as a

28  general partner may exercise the rights under this section

29  through an attorney or other agent. Any restriction imposed

30  under subsection (6) or by the partnership agreement applies

31  


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 1  both to the attorney or other agent and to the general partner

 2  or person dissociated as a general partner.

 3         (9)  The rights under this section do not extend to a

 4  person as transferee, but the rights under subsection (3) of a

 5  person dissociated as a general partner may be exercised by

 6  the legal representative of an individual who dissociated as a

 7  general partner under s. 620.603(7)(b) or (c).

 8         620.1408  General standards of conduct for general

 9  partner.--

10         (1)  The only fiduciary duties that a general partner

11  has to the limited partnership and the other partners are the

12  duties of loyalty and care under subsections (2) and (3).

13         (2)  A general partner's duty of loyalty to the limited

14  partnership and the other partners is limited to the

15  following:

16         (a)  To account to the limited partnership and hold as

17  trustee for it any property, profit, or benefit derived by the

18  general partner in the conduct and winding up of the limited

19  partnership's activities or derived from a use by the general

20  partner of limited partnership property, including the

21  appropriation of a limited partnership opportunity.

22         (b)  To refrain from dealing with the limited

23  partnership in the conduct or winding up of the limited

24  partnership's activities as or on behalf of a party having an

25  interest adverse to the limited partnership.

26         (c)  To refrain from competing with the limited

27  partnership in the conduct of the limited partnership's

28  activities.

29         (3)  A general partner's duty of care to the limited

30  partnership and the other partners in the conduct and winding

31  up of the limited partnership's activities is limited to


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 1  refraining from engaging in grossly negligent or reckless

 2  conduct, intentional misconduct, or a knowing violation of

 3  law.

 4         (4)  A general partner shall discharge the duties to

 5  the partnership and the other partners under this act or under

 6  the partnership agreement and exercise any rights consistently

 7  with the obligation of good faith and fair dealing.

 8         (5)  A general partner does not violate a duty or

 9  obligation under this act or under the partnership agreement

10  merely because the general partner's conduct furthers the

11  general partner's own interest.

12         620.1501  Form of contribution.--A contribution of a

13  partner may consist of tangible or intangible property or

14  other benefit to the limited partnership, including money,

15  services performed, promissory notes, other agreements to

16  contribute cash or property, and contracts for services to be

17  performed.

18         620.1502  Liability for contribution.--

19         (1)  A partner's obligation to contribute money or

20  other property or other benefit to, or to perform services

21  for, a limited partnership shall be in a record signed by the

22  partner, and such obligation shall not be excused by the

23  partner's death, disability, or other inability to perform

24  personally.

25         (2)  If a partner does not make a promised nonmonetary

26  contribution, the partner is obligated at the option of the

27  limited partnership to contribute money equal to that portion

28  of the value, as stated in the required information, of the

29  stated contribution which has not been made.

30         (3)  The obligation of a partner to make a contribution

31  or return money or other property paid or distributed in


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 1  violation of this act may be compromised only by consent of

 2  all partners. A creditor of a limited partnership which

 3  extends credit or otherwise acts in reliance on an obligation

 4  described in subsection (1), without notice of any compromise

 5  under this subsection, may enforce the original obligation.

 6         (4)  A partnership agreement may provide that the

 7  interest of any partner who fails to make any contribution

 8  that the partner is obligated to make shall be subject to

 9  specified penalties for, or specified consequences of, such

10  failure. Such penalty or consequence may take the form of

11  reducing the partner's proportionate interest in the limited

12  partnership, subordinating the partner's partnership interests

13  to that of nondefaulting partners, a forced sale, or the

14  forfeiture of the partner's interest in the limited

15  partnership, the lending by other partners of the amount

16  necessary to meet the partner's commitment, a fixing of the

17  value of the partner's interest in the limited partnership by

18  appraisal or by formula and redemption or sale of such

19  interest at such value, or other penalty or consequence.

20         620.1503  Sharing of profits, losses, and

21  distributions.--

22         (1)  Profits and losses of a limited partnership shall

23  be allocated among the partners on the basis of the value, as

24  stated in the required records when the limited partnership

25  makes the allocations, of the contributions the limited

26  partnership has received from each partner.

27         (2)  Distributions by a limited partnership shall be

28  shared by the partners on the basis of the value, as stated in

29  the required records when the limited partnership decides to

30  make the distribution, of the contributions the limited

31  partnership has received from each partner.


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 1         620.1504  Interim distributions.--A partner does not

 2  have a right to any distribution before the dissolution and

 3  winding up of the limited partnership unless the limited

 4  partnership decides to make an interim distribution.

 5         620.1505  No distribution on account of

 6  dissociation.--A person does not have a right to receive a

 7  distribution on account of dissociation.

 8         620.1506  Distribution in kind.--A partner does not

 9  have a right to demand or receive any distribution from a

10  limited partnership in any form other than cash. Subject to s.

11  620.1813, a limited partnership may distribute an asset in

12  kind to the extent each partner receives a percentage of the

13  asset equal to the partner's share of distributions.

14         620.1507  Right to distribution.--When a partner or

15  transferee becomes entitled to receive a distribution, the

16  partner or transferee has the status of, and is entitled to

17  all remedies available to, a creditor of the limited

18  partnership with respect to the distribution. However, the

19  limited partnership's obligation to make a distribution is

20  subject to offset for any amount owed to the limited

21  partnership by the partner or dissociated partner on whose

22  account the distribution is made.

23         620.1508  Limitations on distribution.--

24         (1)  A limited partnership may not make a distribution

25  in violation of the partnership agreement.

26         (2)  A limited partnership may not make a distribution

27  if after the distribution:

28         (a)  The limited partnership would not be able to pay

29  its debts as they become due in the ordinary course of the

30  limited partnership's activities; or

31  


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 1         (b)  The limited partnership's total assets would be

 2  less than the sum of its total liabilities plus the amount

 3  that would be needed, if the limited partnership were to be

 4  dissolved, wound up, and terminated at the time of the

 5  distribution, to satisfy the preferential rights upon

 6  dissolution, winding up, and termination of partners whose

 7  preferential rights are superior to those of persons receiving

 8  the distribution.

 9         (3)  A limited partnership may base a determination

10  that a distribution is not prohibited under subsection (2) on

11  financial statements prepared on the basis of accounting

12  practices and principles that are reasonable in the

13  circumstances or on a fair valuation or other method that is

14  reasonable in the circumstances.

15         (4)  Except as otherwise provided in subsection (7),

16  the effect of a distribution under subsection (2) is measured:

17         (a)  In the case of distribution by purchase,

18  redemption, or other acquisition of a transferable interest in

19  the limited partnership, as of the date money or other

20  property is transferred or debt incurred by the limited

21  partnership.

22         (b)  In all other cases, as of the date:

23         1.  The distribution is authorized, if the payment

24  occurs within 120 days after that date; or

25         2.  The payment is made, if payment occurs more than

26  120 days after the distribution is authorized.

27         (5)  A limited partnership's indebtedness to a partner

28  incurred by reason of a distribution made in accordance with

29  this section is at parity with the limited partnership's

30  indebtedness to its general, unsecured creditors.

31  


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 1         (6)  A limited partnership's indebtedness, including

 2  indebtedness issued in connection with or as part of a

 3  distribution, is not considered a liability for purposes of

 4  subsection (2) if the terms of the indebtedness provide that

 5  payment of principal and interest are made only to the extent

 6  that a distribution could then be made to partners under this

 7  section.

 8         (7)  If indebtedness is issued as a distribution, each

 9  payment of principal or interest on the indebtedness is

10  treated as a distribution, the effect of which is measured on

11  the date the payment is made.

12         620.1509  Liability for improper distributions.--

13         (1)  A general partner that consents to a distribution

14  made in violation of s. 620.1508 is personally liable to the

15  limited partnership for the amount of the distribution which

16  exceeds the amount that could have been distributed without

17  the violation if it is established that in consenting to the

18  distribution the general partner failed to comply with s.

19  620.1408.

20         (2)  A partner or transferee that received a

21  distribution knowing that the distribution to that partner or

22  transferee was made in violation of s. 620.1508 is personally

23  liable to the limited partnership but only to the extent that

24  the distribution received by the partner or transferee

25  exceeded the amount that could have been properly paid under

26  s. 620.1508.

27         (3)  A general partner against which an action is

28  commenced under subsection (1) may:

29         (a)  Implead in the action any other person that is

30  liable under subsection (1) and compel contribution from the

31  person.


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 1         (b)  Implead in the action any person that received a

 2  distribution in violation of subsection (2) and compel

 3  contribution from the person in the amount the person received

 4  in violation of subsection (2).

 5         (4)  An action under this section is barred if it is

 6  not commenced within 2 years after the distribution.

 7         620.1601  Dissociation as limited partner.--

 8         (1)  A person does not have a right to dissociate as a

 9  limited partner before the termination of the limited

10  partnership.

11         (2)  A person is dissociated from a limited partnership

12  as a limited partner upon the occurrence of any of the

13  following events:

14         (a)  The limited partnership's having notice of the

15  person's express will to withdraw as a limited partner or on a

16  later date specified by the person;

17         (b)  An event agreed to in the partnership agreement as

18  causing the person's dissociation as a limited partner;

19         (c)  The person's expulsion as a limited partner

20  pursuant to the partnership agreement;

21         (d)  The person's expulsion as a limited partner by the

22  unanimous consent of the other partners if:

23         1.  It is unlawful to carry on the limited

24  partnership's activities with the person as a limited partner;

25         2.  There has been a transfer of all of the person's

26  transferable interest in the limited partnership, other than a

27  transfer for security purposes, or a court order charging the

28  person's interest, which has not been foreclosed;

29         3.  The person is a corporation and, within 90 days

30  after the limited partnership notifies the person that the

31  corporation will be expelled as a limited partner because the


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 1  corporation has filed a certificate of dissolution or the

 2  equivalent, the corporation's charter has been revoked, or its

 3  right to conduct business has been suspended by the

 4  jurisdiction of its incorporation, and there is no revocation

 5  of the certificate of dissolution or no reinstatement of its

 6  charter or its right to conduct business; or

 7         4.  The person is a limited liability company or

 8  partnership that has been dissolved and whose business is

 9  being wound up;

10         (e)  On application by the limited partnership, the

11  person's expulsion as a limited partner by judicial

12  determination because:

13         1.  The person engaged in wrongful conduct that

14  adversely and materially affected the limited partnership's

15  activities;

16         2.  The person willfully or persistently committed a

17  material breach of the partnership agreement, any duty the

18  person may have under s. 620.1305(1), or the obligation of

19  good faith and fair dealing under s. 620.1305(2); or

20         3.  The person engaged in conduct relating to the

21  limited partnership's activities which makes it not reasonably

22  practicable to carry on the activities with the person as

23  limited partner;

24         (f)  In the case of a person who is an individual, the

25  person's death;

26         (g)  In the case of a person that is a trust or is

27  acting as a limited partner by virtue of being a trustee of a

28  trust, distribution of the trust's entire transferable

29  interest in the limited partnership, but not merely by reason

30  of the substitution of a successor trustee;

31  


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    ENROLLED

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 1         (h)  In the case of a person that is an estate or is

 2  acting as a limited partner by virtue of being a personal

 3  representative of an estate, distribution of the estate's

 4  entire transferable interest in the limited partnership, but

 5  not merely by reason of the substitution of a successor

 6  personal representative;

 7         (i)  Termination of a limited partner that is not an

 8  individual, partnership, limited liability company,

 9  corporation, trust, or estate; or

10         (j)  The limited partnership's participation in a

11  conversion or merger under this act, if the limited

12  partnership:

13         1.  Is not the converted or surviving entity; or

14         2.  Is the converted or surviving entity but, as a

15  result of the conversion or merger, the person ceases to be a

16  limited partner.

17         620.1602  Effect of dissociation as limited partner.--

18         (1)  Upon a person's dissociation as a limited partner:

19         (a)  Subject to s. 620.1704, the person does not have

20  further rights as a limited partner.

21         (b)  The person's obligation of good faith and fair

22  dealing as a limited partner under s. 620.1305(2) continues

23  only as to matters arising and events occurring before the

24  dissociation and such person's duties, if any, under s.

25  620.1305(1) terminate or continue in the same manner as

26  provided in s. 620.1605(1)(b) and (c).

27         (c)  Subject to s. 620.1704 and ss. 620.2101-620.2125,

28  any transferable interest owned by the person in the person's

29  capacity as a limited partner immediately before dissociation

30  is owned by the person as a mere transferee.

31  


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         (2)  A person's dissociation as a limited partner does

 2  not of itself discharge the person from any obligation to the

 3  limited partnership or the other partners which the person

 4  incurred while a limited partner.

 5         620.1603  Dissociation as general partner.--A person is

 6  dissociated from a limited partnership as a general partner

 7  upon the occurrence of any of the following events:

 8         (1)  The limited partnership's having notice of the

 9  person's express will to withdraw as a general partner or on a

10  later date specified by the person;

11         (2)  An event agreed to in the partnership agreement as

12  causing the person's dissociation as a general partner;

13         (3)  The person's expulsion as a general partner

14  pursuant to the partnership agreement;

15         (4)  The person's expulsion as a general partner by the

16  unanimous consent of the other partners if:

17         (a)  It is unlawful to carry on the limited

18  partnership's activities with the person as a general partner;

19         (b)  There has been a transfer of all or substantially

20  all of the person's transferable interest in the limited

21  partnership, other than a transfer for security purposes, or a

22  court order charging the person's interest, which has not been

23  foreclosed;

24         (c)  The person is a corporation and, within 90 days

25  after the limited partnership notifies the person that the

26  corporation will be expelled as a general partner because the

27  corporation has filed a certificate of dissolution or the

28  equivalent, the corporation's charter has been revoked, or its

29  right to conduct business has been suspended by the

30  jurisdiction of its incorporation, and there is no revocation

31  


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    ENROLLED

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 1  of the certificate of dissolution or no reinstatement of its

 2  charter or its right to conduct business; or

 3         (d)  The person is a limited liability company or

 4  partnership that has been dissolved and whose business is

 5  being wound up;

 6         (5)  On application by the limited partnership, the

 7  person's expulsion as a general partner by judicial

 8  determination because:

 9         (a)  The person engaged in wrongful conduct that

10  adversely and materially affected the limited partnership

11  activities;

12         (b)  The person willfully or persistently committed a

13  material breach of the partnership agreement or of a duty owed

14  to the partnership or the other partners under s. 620.1408; or

15         (c)  The person engaged in conduct relating to the

16  limited partnership's activities which makes it not reasonably

17  practicable to carry on the activities of the limited

18  partnership with the person as a general partner;

19         (6)  The person's:

20         (a)  Becoming a debtor in bankruptcy;

21         (b)  Execution of an assignment for the benefit of

22  creditors;

23         (c)  Seeking, consenting to, or acquiescing in the

24  appointment of a trustee, receiver, or liquidator of the

25  person or of all or substantially all of the person's

26  property; or

27         (d)  Failure, within 90 days after the appointment, to

28  have vacated or stayed the appointment of a trustee, receiver,

29  or liquidator of the general partner or of all or

30  substantially all of the person's property obtained without

31  the person's consent or acquiescence, or failing within 90


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    ENROLLED

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 1  days after the expiration of a stay to have the appointment

 2  vacated;

 3         (7)  In the case of a person who is an individual:

 4         (a)  The person's death;

 5         (b)  The appointment of a guardian or general

 6  conservator for the person; or

 7         (c)  A judicial determination that the person has

 8  otherwise become incapable of performing the person's duties

 9  as a general partner under the partnership agreement;

10         (8)  In the case of a person that is a trust or is

11  acting as a general partner by virtue of being a trustee of a

12  trust, distribution of the trust's entire transferable

13  interest in the limited partnership, but not merely by reason

14  of the substitution of a successor trustee;

15         (9)  In the case of a person that is an estate or is

16  acting as a general partner by virtue of being a personal

17  representative of an estate, distribution of the estate's

18  entire transferable interest in the limited partnership, but

19  not merely by reason of the substitution of a successor

20  personal representative;

21         (10)  Termination of a general partner that is not an

22  individual, partnership, limited liability company,

23  corporation, trust, or estate; or

24         (11)  The limited partnership's participation in a

25  conversion or merger under this act, if the limited

26  partnership:

27         (a)  Is not the converted or surviving entity; or

28         (b)  Is the converted or surviving entity but, as a

29  result of the conversion or merger, the person ceases to be a

30  general partner.

31  


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    ENROLLED

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 1         620.1604  Person's power to dissociate as general

 2  partner; wrongful dissociation.--

 3         (1)  A person has the power to dissociate as a general

 4  partner at any time, rightfully or wrongfully, by express will

 5  pursuant to s. 620.1603(1).

 6         (2)  A person's dissociation as a general partner is

 7  wrongful only if:

 8         (a)  It is in breach of an express provision of the

 9  partnership agreement; or

10         (b)  It occurs before the termination of the limited

11  partnership, and:

12         1.  The person withdraws as a general partner by

13  express will;

14         2.  The person is expelled as a general partner by

15  judicial determination under s. 620.1603(5);

16         3.  The person is dissociated as a general partner by

17  becoming a debtor in bankruptcy; or

18         4.  In the case of a person that is not an individual,

19  trust other than a business trust, or estate, the person is

20  expelled or otherwise dissociated as a general partner because

21  it willfully dissolved or terminated.

22         (3)  A person that wrongfully dissociates as a general

23  partner is liable to the limited partnership and, subject to

24  s. 620.2001, to the other partners for damages caused by the

25  dissociation. The liability is in addition to any other

26  obligation of the general partner to the limited partnership

27  or to the other partners.

28         620.1605  Effect of dissociation as general partner.--

29         (1)  Upon a person's dissociation as a general partner:

30  

31  


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    ENROLLED

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 1         (a)  The person's right to participate as a general

 2  partner in the management and conduct of the partnership's

 3  activities terminates.

 4         (b)  The person's duty of loyalty as a general partner

 5  under s. 620.1408(2)(c) terminates.

 6         (c)  The person's duty of loyalty as a general partner

 7  under s. 620.1408(2)(a) and (b) and duty of care under s.

 8  620.1408(3) continue only with regard to matters arising and

 9  events occurring before the person's dissociation as a general

10  partner.

11         (2)  The person may sign and deliver to the Department

12  of State for filing a statement of dissociation pertaining to

13  the person and, at the request of the limited partnership,

14  shall sign an amendment to the certificate of limited

15  partnership which states that the person has dissociated.

16         (3)  Subject to s. 620.1704 and ss. 620.2101-620.2125,

17  any transferable interest owned by the person immediately

18  before dissociation in the person's capacity as a general

19  partner is owned by the person as a mere transferee.

20         (4)  A person's dissociation as a general partner does

21  not of itself discharge the person from any obligation to the

22  limited partnership or the other partners which the person

23  incurred while a general partner.

24         620.1606  Power to bind and liability to limited

25  partnership before dissolution of partnership of person

26  dissociated as general partner.--

27         (1)  After a person is dissociated as a general partner

28  and before the limited partnership is dissolved, converted

29  under s. 620.2102, or merged out of existence under s.

30  620.2106, the limited partnership is bound by an act of the

31  person only if:


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    ENROLLED

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 1         (a)  The act would have bound the limited partnership

 2  under s. 620.1402 before the dissociation.

 3         (b)  At the time the other party enters into the

 4  transaction:

 5         1.  Less than 2 years have passed since the

 6  dissociation.

 7         2.  The other party does not have notice of the

 8  dissociation and reasonably believes that the person is a

 9  general partner.

10         (2)  If a limited partnership is bound under subsection

11  (1), the person dissociated as a general partner which caused

12  the limited partnership to be bound is liable:

13         (a)  To the limited partnership for any damage caused

14  to the limited partnership arising from the obligation

15  incurred under subsection (1).

16         (b)  If a general partner or another person dissociated

17  as a general partner is liable for the obligation, to the

18  general partner or other person for any damage caused to the

19  general partner or other person arising from the liability.

20         620.1607  Liability to other persons of person

21  dissociated as general partner.--

22         (1)  A person's dissociation as a general partner does

23  not of itself discharge the person's liability as a general

24  partner for an obligation of the limited partnership incurred

25  before dissociation. Except as otherwise provided in

26  subsections (2) and (3), the person is not liable for a

27  limited partnership's obligation incurred after dissociation.

28         (2)  A person whose dissociation as a general partner

29  resulted in a dissolution and winding up of the limited

30  partnership's activities is liable to the same extent as a

31  


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    ENROLLED

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 1  general partner under s. 620.1404 on an obligation incurred by

 2  the limited partnership under s. 620.1804.

 3         (3)  A person that has dissociated as a general partner

 4  but whose dissociation did not result in a dissolution and

 5  winding up of the limited partnership's activities is liable

 6  on a transaction entered into by the limited partnership after

 7  the dissociation only if:

 8         (a)  A general partner would be liable on the

 9  transaction.

10         (b)  At the time the other party enters into the

11  transaction:

12         1.  Less than 2 years have passed since the

13  dissociation.

14         2.  The other party does not have notice of the

15  dissociation and reasonably believes that the person is a

16  general partner.

17         (4)  By agreement with a creditor of a limited

18  partnership and the limited partnership, a person dissociated

19  as a general partner may be released from liability for an

20  obligation of the limited partnership.

21         (5)  A person dissociated as a general partner is

22  released from liability for an obligation of the limited

23  partnership if the limited partnership's creditor, with notice

24  of the person's dissociation as a general partner but without

25  the person's consent, agrees to a material alteration in the

26  nature or time of payment of the obligation.

27         620.1701  Partner's transferable interest;

28  certificates.--

29         (1)  The only interest of a partner which is

30  transferable is the partner's transferable interest. A

31  transferable interest is personal property.


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    ENROLLED

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 1         (2)  The partnership agreement may provide that a

 2  partner's interest in a limited partnership may be evidenced

 3  by a certificate issued by the limited partnership and may

 4  also provide for the assignment or transfer of any interest in

 5  the limited partnership represented by such a certificate and

 6  make other provisions with respect to such certificates.

 7         620.1702  Transfer of partner's transferable

 8  interest.--

 9         (1)  A transfer, in whole or in part, of a partner's

10  transferable interest:

11         (a)  Is permissible.

12         (b)  Does not by itself cause the partner's

13  dissociation or a dissolution and winding up of the limited

14  partnership's activities.

15         (c)  Does not, as against the other partners or the

16  limited partnership, entitle the transferee to participate in

17  the management or conduct of the limited partnership's

18  activities, to require access to any information to which a

19  limited partner would otherwise have access under s. 620.1304,

20  except as otherwise provided in subsection (3), or to inspect

21  or copy the required information or the limited partnership's

22  other records.

23         (2)  A transferee has a right to receive, in accordance

24  with the transfer:

25         (a)  Distributions to which the transferor would

26  otherwise be entitled.

27         (b)  Upon the dissolution and winding up of the limited

28  partnership's activities the net amount otherwise

29  distributable to the transferor.

30  

31  


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    ENROLLED

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 1         (3)  In a dissolution and winding up, a transferee is

 2  entitled to an account of the limited partnership's

 3  transactions only from the date of dissolution.

 4         (4)  Upon transfer, the transferor retains the rights

 5  of a partner other than the interest in distributions

 6  transferred and retains all duties and obligations of a

 7  partner.

 8         (5)  A limited partnership need not give effect to a

 9  transferee's rights under this section until the limited

10  partnership has notice of the transfer.

11         (6)  A transfer of a partner's transferable interest in

12  the limited partnership in violation of a restriction on

13  transfer contained in the partnership agreement is ineffective

14  as to a person having notice of the restriction at the time of

15  transfer.

16         (7)  A transferee that becomes a partner with respect

17  to a transferable interest is liable for the transferor's

18  obligations under ss. 620.1502 and 620.1509. However, the

19  transferee is not obligated for liabilities unknown to the

20  transferee at the time the transferee became a partner.

21         620.1703  Rights of creditor of partner or

22  transferee.--

23         (1)  On application to a court of competent

24  jurisdiction by any judgment creditor of a partner or

25  transferee, the court may charge the partnership interest of

26  the partner or transferable interest of a transferee with

27  payment of the unsatisfied amount of the judgment with

28  interest. To the extent so charged, the judgment creditor has

29  only the rights of a transferee of the partnership interest.

30         (2)  This act shall not deprive any partner or

31  transferee of the benefit of an exemption law applicable to


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    ENROLLED

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 1  the partner's partnership or transferee's transferable

 2  interest.

 3         (3)  This section provides the exclusive remedy which a

 4  judgment creditor of a partner or transferee may use to

 5  satisfy a judgment out of the judgment debtor's interest in

 6  the limited partnership or transferable interest. Other

 7  remedies, including foreclosure on the partner's interest in

 8  the limited partnership or a transferee's transferable

 9  interest and a court order for directions, accounts, and

10  inquiries that the debtor general or limited partner might

11  have made, are not available to the judgment creditor

12  attempting to satisfy the judgment out of the judgment

13  debtor's interest in the limited partnership and may not be

14  ordered by a court.

15         620.1704  Power of estate of deceased partner.--If a

16  partner dies, the deceased partner's personal representative

17  or other legal representative may exercise the rights of a

18  transferee as provided in s. 620.1702 and, for the purposes of

19  settling the estate, may exercise the rights of a current

20  limited partner under s. 620.1304.

21         620.1801  Nonjudicial dissolution.--

22         (1)  Except as otherwise provided in s. 620.1802, a

23  limited partnership is dissolved, and its activities must be

24  wound up, only upon the occurrence of any of the following:

25         (a)  The happening of an event specified in the

26  partnership agreement;

27         (b)  The consent of all general partners and of all

28  limited partners;

29         (c)  After the dissociation of a person as a general

30  partner:

31  


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    ENROLLED

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 1         1.  If the limited partnership has at least one

 2  remaining general partner, the consent to dissolve the limited

 3  partnership by all partners at the time the consent is to be

 4  effective; or

 5         2.  If the limited partnership does not have a

 6  remaining general partner, the passage of 90 days after the

 7  dissociation, unless before the end of the period:

 8         a.  Consent to continue the activities of the limited

 9  partnership and admit at least one general partner is given by

10  all partners at the time the consent is to be effective;

11         b.  At least one person is admitted as a general

12  partner in accordance with the consent;

13         (d)  The passage of 90 days after the dissociation of

14  the limited partnership's last limited partner, unless before

15  the end of the period the limited partnership admits at least

16  one limited partner; or

17         (e)  The signing and filing of a declaration of

18  dissolution by the Department of State under s. 620.1809(3).

19         (2)  Upon the occurrence of an event specified in

20  paragraphs (1)(a)-(d), the limited partnership shall file a

21  certificate of dissolution as provided in s. 620.1203.

22         620.1802  Judicial dissolution.--On application by a

23  partner, the circuit court may order dissolution of a limited

24  partnership if it is not reasonably practicable to carry on

25  the activities of the limited partnership in conformity with

26  the partnership agreement.

27         620.1803  Winding up.--

28         (1)  A limited partnership continues after dissolution

29  only for the purpose of winding up its activities.

30         (2)  In winding up its activities, the limited

31  partnership:


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    ENROLLED

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 1         (a)  May preserve the limited partnership business or

 2  property as a going concern for a reasonable time, prosecute

 3  and defend actions and proceedings, whether civil, criminal,

 4  or administrative, transfer the limited partnership's

 5  property, settle disputes by mediation or arbitration, and

 6  perform other necessary acts.

 7         (b)  Shall discharge, make provision for, or otherwise

 8  address the limited partnership's liabilities, settle and

 9  close the limited partnership's activities, and marshal and

10  distribute the assets of the partnership.

11         (c)  May file a statement of termination as provided in

12  s. 620.1203.

13         (3)  If a dissolved limited partnership does not have a

14  general partner, a person to wind up the dissolved limited

15  partnership's activities may be appointed by the consent of

16  limited partners owning a majority of the rights to receive

17  distributions as limited partners at the time the consent is

18  to be effective. A person appointed under this subsection:

19         (a)  Has the powers of a general partner under s.

20  620.1804.

21         (b)  Shall promptly amend the certificate of limited

22  partnership to state:

23         1.  That the limited partnership does not have a

24  general partner.

25         2.  The name of the person that has been appointed to

26  wind up the limited partnership.

27         3.  The street and mailing address of the person.

28         (4)  On the application of any partner, the circuit

29  court may order judicial supervision of the winding up,

30  including the appointment of a person to wind up the dissolved

31  limited partnership's activities, if:


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    ENROLLED

    2005 Legislature                 CS for SB 1056, 2nd Engrossed



 1         (a)  A limited partnership does not have a general

 2  partner and within a reasonable time following the dissolution

 3  no person has been appointed pursuant to subsection (3); or

 4         (b)  The applicant establishes other good cause.

 5         620.1804  Power of general partner and person

 6  dissociated as general partner to bind partnership after

 7  dissolution.--

 8         (1)  A limited partnership is bound by a general

 9  partner's act after dissolution which:

10         (a)  Is appropriate for winding up the limited

11  partnership's activities; or

12         (b)  Would have bound the limited partnership under s.

13  620.1402 before dissolution, if, at the time the other party

14  enters into the transaction, the other party does not have

15  notice of the dissolution.

16         (2)  A person dissociated as a general partner binds a

17  limited partnership through an act occurring after dissolution

18  if:

19         (a)  At the time the other party enters into the

20  transaction:

21         1.  Less than 2 years have passed since the

22  dissociation.

23         2.  The other party does not have notice of the

24  dissociation and reasonably believes that the person is a

25  general partner.

26         (b)  The act:

27         1.  Is appropriate for winding up the limited

28  partnership's activities; or

29         2.  Would have bound the limited partnership under s.

30  620.1402 before dissolution and at the time the other party

31  


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    ENROLLED

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 1  enters into the transaction the other party does not have

 2  notice of the dissolution.

 3         620.1805  Liability after dissolution of general

 4  partner and person dissociated as general partner to limited

 5  partnership, other general partners, and persons dissociated

 6  as general partner.--

 7         (1)  If a general partner having knowledge of the

 8  dissolution causes a limited partnership to incur an

 9  obligation under s. 620.1804(1) by an act that is not

10  appropriate for winding up the partnership's activities, the

11  general partner is liable:

12         (a)  To the limited partnership for any damage caused

13  to the limited partnership arising from the obligation.

14         (b)  If another general partner or a person dissociated

15  as a general partner is liable for the obligation, to that

16  other general partner or person for any damage caused to that

17  other general partner or person arising from the liability.

18         (2)  If a person dissociated as a general partner

19  causes a limited partnership to incur an obligation under s.

20  620.1804(2), the person is liable:

21         (a)  To the limited partnership for any damage caused

22  to the limited partnership arising from the obligation.

23         (b)  If a general partner or another person dissociated

24  as a general partner is liable for the obligation, to the

25  general partner or other person for any damage caused to the

26  general partner or other person arising from the liability.

27         620.1806  Known claims against dissolved limited

28  partnership.--

29         (1)  A dissolved limited partnership or successor

30  entity, as defined in subsection (14), may dispose of the

31  


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    ENROLLED

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 1  known claims against it by following the procedure described

 2  in subsections (2), (3), and (4).

 3         (2)  A dissolved limited partnership or successor

 4  entity shall deliver to each of its known claimants written

 5  notice of the dissolution at any time after its effective

 6  date. The written notice shall:

 7         (a)  Provide a reasonable description of the claim that

 8  the claimant may be entitled to assert.

 9         (b)  State whether the claim is admitted or not

10  admitted, in whole or in part, and, if admitted:

11         1.  The amount that is admitted, which may be as of a

12  given date.

13         2.  Any interest obligation if fixed by an instrument

14  of indebtedness.

15         (c)  Provide a mailing address to which a claim may be

16  sent.

17         (d)  State the deadline, which may not be fewer than

18  120 days after the effective date of the written notice, by

19  which confirmation of the claim must be delivered to the

20  dissolved limited partnership or successor entity.

21         (e)  State that the dissolved limited partnership or

22  successor entity may make distributions thereafter to other

23  claimants and to the partners or transferees of the limited

24  partnership or persons interested as having been such without

25  further notice.

26         (f)  Unless the limited partnership has been throughout

27  its existence a limited liability limited partnership, state

28  that the barring of a claim against the limited partnership

29  will also bar any corresponding claim against any general

30  partner or person dissociated as a general partner which is

31  based on s. 620.1404.


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    ENROLLED

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 1         (3)  A dissolved limited partnership or successor

 2  entity may reject, in whole or in part, any claim made by a

 3  claimant pursuant to this subsection by mailing notice of such

 4  rejection to the claimant within 90 days after receipt of such

 5  claim and, in all events, at least 150 days before expiration

 6  of 3 years following the effective date of dissolution. A

 7  notice sent by the dissolved limited partnership or successor

 8  entity pursuant to this subsection shall be accompanied by a

 9  copy of this section.

10         (4)  A dissolved limited partnership or successor

11  entity electing to follow the procedures described in

12  subsections (2) and (3) shall also give notice of the

13  dissolution of the limited partnership to persons with known

14  claims, that are contingent upon the occurrence or

15  nonoccurrence of future events or otherwise conditional or

16  unmatured, and request that such persons present such claims

17  in accordance with the terms of such notice. Such notice shall

18  be in substantially the form, and sent in the same manner, as

19  described in subsection (2).

20         (5)  A dissolved limited partnership or successor

21  entity shall offer any claimant whose known claim is

22  contingent, conditional, or unmatured such security as the

23  limited partnership or such entity determines is sufficient to

24  provide compensation to the claimant if the claim matures. The

25  dissolved limited partnership or successor entity shall

26  deliver such offer to the claimant within 90 days after

27  receipt of such claim and, in all events, at least 150 days

28  before expiration of 3 years following the effective date of

29  dissolution. If the claimant offered such security does not

30  deliver in writing to the dissolved limited partnership or

31  successor entity a notice rejecting the offer within 120 days


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 1  after receipt of such offer for security, the claimant is

 2  deemed to have accepted such security as the sole source from

 3  which to satisfy his or her claim against the limited

 4  partnership.

 5         (6)  A dissolved limited partnership or successor

 6  entity which has given notice in accordance with subsections

 7  (2) and (4), and is seeking the protection offered by

 8  subsections (9) and (12), shall petition the circuit court in

 9  the county in which the limited partnership's principal office

10  is located or was located at the effective date of dissolution

11  to determine the amount and form of security that will be

12  sufficient to provide compensation to any claimant who has

13  rejected the offer for security made pursuant to subsection

14  (5).

15         (7)  A dissolved limited partnership or successor

16  entity which has given notice in accordance with subsection

17  (2), and is seeking the protection offered by subsections (9)

18  and (12), shall petition the circuit court in the county in

19  which the limited partnership's principal office is located or

20  was located at the effective date of dissolution to determine

21  the amount and form of security which will be sufficient to

22  provide compensation to claimants whose claims are known to

23  the limited partnership or successor entity but whose

24  identities are unknown. The court shall appoint a guardian ad

25  litem to represent all claimants whose identities are unknown

26  in any proceeding brought under this subsection. The

27  reasonable fees and expenses of such guardian, including all

28  reasonable expert witness fees, shall be paid by the

29  petitioner in such proceeding.

30         (8)  The giving of any notice or making of any offer

31  pursuant to the provisions of this section shall not revive


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 1  any claim then barred or constitute acknowledgment by the

 2  dissolved limited partnership or successor entity that any

 3  person to whom such notice is sent is a proper claimant and

 4  shall not operate as a waiver of any defense or counterclaim

 5  in respect of any claim asserted by any person to whom such

 6  notice is sent.

 7         (9)  A dissolved limited partnership or successor

 8  entity which has followed the procedures described in

 9  subsections (2)-(7):

10         (a)  Shall pay the claims admitted or made and not

11  rejected in accordance with subsection (3).

12         (b)  Shall post the security offered and not rejected

13  pursuant to subsection (5).

14         (c)  Shall post any security ordered by the circuit

15  court in any proceeding under subsections (6) and (7).

16         (d)  Shall pay or make provision for all other known

17  obligations of the limited partnership or such successor

18  entity.

19  

20  If there are sufficient funds, such claims or obligations

21  shall be paid in full, and any such provision for payments

22  shall be made in full. If there are insufficient funds, such

23  claims and obligations shall be paid or provided for according

24  to their priority and, among claims of equal priority, ratably

25  to the extent of funds legally available therefor. Any

26  remaining funds shall be distributed to the partners and

27  transferees of the dissolved limited partnership; however,

28  such distribution may not be made before the expiration of 150

29  days after the date of the last notice of any rejection given

30  pursuant to subsection (3). In the absence of actual fraud,

31  the judgment of the general partners of the dissolved limited


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 1  partnership, or other person or persons winding up the limited

 2  partnership under s. 620.1803, or the governing persons of

 3  such successor entity, as to the provisions made for the

 4  payment of all obligations under paragraph (9)(d), is

 5  conclusive.

 6         (10)  A dissolved limited partnership or successor

 7  entity which has not followed the procedures described in

 8  subsections (2) and (3) shall pay or make reasonable provision

 9  to pay all known claims and obligations, including all

10  contingent, conditional, or unmatured claims known to the

11  dissolved limited partnership or such successor entity and all

12  claims which are known to the dissolved limited partnership or

13  such successor entity but for which the identity of the

14  claimant is unknown. If there are sufficient funds, such

15  claims shall be paid in full, and any such provision made for

16  payment shall be made in full.  If there are insufficient

17  funds, such claims and obligations shall be paid or provided

18  for according to their priority and, among claims of equal

19  priority, ratably to the extent of funds legally available

20  therefor. Any remaining funds shall be distributed to the

21  partners and transferees of the dissolved limited partnership.

22         (11)  Except for any general partner otherwise liable

23  under s. 620.1404, s. 620.1405, or s. 620.1607, a partner or

24  transferee of a dissolved limited partnership the assets of

25  which were distributed pursuant to subsection (9) or

26  subsection (10) is not liable for any claim against the

27  limited partnership in an amount in excess of such partner's

28  or transferee's pro rata share of the claim or the amount

29  distributed to the partner or transferee, whichever is less.

30         (l2)  A partner, whether or not a general partner, or

31  transferee of a dissolved limited partnership, the assets of


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 1  which were distributed pursuant to subsection (9), is not

 2  liable for any claim against the limited partnership which

 3  claim is known to the limited partnership or successor entity

 4  and on which a proceeding is not begun prior to the expiration

 5  of 3 years following the effective date of dissolution.

 6         (13)  Except for any general partner otherwise liable

 7  under s. 620.1404, s. 620.1405, or s. 620.1607 and not

 8  entitled to the relief provided under subsection (12), the

 9  aggregate liability of any person for claims against the

10  dissolved limited partnership arising under this section or s.

11  620.1807 may not exceed the amount distributed to the person

12  in dissolution.

13         (14)  As used in this section or s. 620.1807, the term

14  "successor entity" includes any trust, receivership, or other

15  legal entity governed by the laws of this state to which the

16  remaining assets and liabilities of a dissolved limited

17  partnership are transferred and which exists solely for the

18  purposes of prosecuting and defending suits by or against the

19  dissolved limited partnership, enabling the dissolved limited

20  partnership to settle and close the business of the dissolved

21  limited partnership, to dispose of and convey the property of

22  the dissolved limited partnership, to discharge the

23  liabilities of the dissolved limited partnership, and to

24  distribute to the dissolved limited partnership's partners any

25  remaining assets, but not for the purpose of continuing the

26  business for which the dissolved limited partnership was

27  organized.

28         620.1807  Unknown claims against dissolved limited

29  partnership.--

30         (1)  In addition to filing the certificate of

31  dissolution under s. 620.1801(2), a dissolved limited


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 1  partnership or successor entity, as defined in s.

 2  620.1806(14), may also file with the Department of State on

 3  the form prescribed by the department a request that persons

 4  with claims against the limited partnership which are not

 5  known to the limited partnership or successor entity present

 6  them in accordance with the notice.

 7         (2)  The notice must:

 8         (a)  Describe the information that must be included in

 9  a claim and provide a mailing address to which the claim may

10  be sent.

11         (b)  State that a claim against the limited partnership

12  will be barred unless a proceeding to enforce the claim is

13  commenced within 4 years after the filing of the notice.

14         (3)  If the dissolved limited partnership or successor

15  entity files the notice in accordance with subsections (1) and

16  (2), the claim of each of the following claimants is barred

17  unless the claimant commences a proceeding to enforce the

18  claim against the dissolved limited partnership within 4 years

19  after the filing date:

20         (a)  A claimant who did not receive written notice

21  under s. 620.1806(9) or whose claim was not provided for under

22  s. 620.1806(10), whether such claim is based on an event

23  occurring before or after the effective date of dissolution.

24         (b)  A claimant whose claim was timely sent to the

25  dissolved limited partnership but not acted on.

26         (4)  A claim may be enforced under this section:

27         (a)  Against the dissolved limited partnership, to the

28  extent of its undistributed assets; or

29         (b)  If the assets have been distributed in

30  liquidation, against a partner or transferee of the dissolved

31  limited partnership to the extent of such partner's or


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 1  transferee's pro rata share of the claim or the limited

 2  partnership assets distributed to such partner or transferee

 3  in liquidation, whichever is less, provided the aggregate

 4  liability of any person for all claims against the dissolved

 5  limited partnership arising under this section or s. 620.1806,

 6  or, with respect to a limited partner, otherwise, may not

 7  exceed the amount distributed to the person in liquidation; or

 8         (c)  Against any person liable on the claim under s.

 9  620.1404.

10         620.1808  Liability of general partner and person

11  dissociated as general partner when claim against limited

12  partnership barred.--If a claim is barred under s. 620.1806 or

13  s. 620.1807, any corresponding claim under s. 620.1404, s.

14  620.1405, or s. 620.1607 is also barred.

15         620.1809  Administrative dissolution.--

16         (1)  The Department of State may dissolve a limited

17  partnership administratively if the limited partnership does

18  not, within 60 days after the due date:

19         (a)  Pay any fee or penalty due to the Department of

20  State under this act or other law;

21         (b)  Deliver its annual report to the Department of

22  State;

23         (c)  Appoint and maintain a registered agent as

24  required by s. 620.1114; or

25         (d)  Deliver for filing a statement of a change under

26  s. 620.1115 within 30 days after a change has occurred in the

27  name of the registered agent or the registered office address.

28         (2)  If the Department of State determines that a

29  ground exists for administratively dissolving a limited

30  partnership, the Department of State shall file a record of

31  the determination and send a copy to the limited partnership.


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 1         (3)  If within 60 days after sending the copy the

 2  limited partnership does not correct each ground for

 3  dissolution or demonstrate to the reasonable satisfaction of

 4  the Department of State that each ground determined by the

 5  Department of State does not exist, the Department of State

 6  shall administratively dissolve the limited partnership by

 7  preparing, signing, and filing a declaration of dissolution

 8  that states the grounds for dissolution. The Department of

 9  State shall send the limited partnership a copy of the filed

10  declaration.

11         (4)  A limited partnership administratively dissolved

12  continues its existence but may carry on only activities

13  necessary to wind up its activities and liquidate its assets

14  under ss. 620.1803 and 620.1812 and to notify claimants under

15  ss. 620.1806 and 620.1807.

16         (5)  The administrative dissolution of a limited

17  partnership does not terminate the authority of its agent for

18  service of process.

19         (6)  A partner of a limited partnership is not liable

20  for the obligations of the limited partnership solely by

21  reason of the foreign limited partnership's having been

22  administratively dissolved pursuant to this section.

23         620.1810  Reinstatement following administrative

24  dissolution.--

25         (1)  A limited partnership that has been

26  administratively dissolved under s. 620.1809 may apply to the

27  Department of State for reinstatement at any time after the

28  effective date of dissolution. The limited partnership must

29  submit a form of reinstatement prescribed and furnished by the

30  Department of State together with all fees then owed by the

31  


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 1  limited partnership, computed at a rate provided by law at the

 2  time the limited partnership applies for reinstatement.

 3         (2)  As an alternative to submitting the form of

 4  reinstatement referred to in subsection (1), the limited

 5  partnership may submit a current annual report, signed by its

 6  registered agent and a general partner, which contains the

 7  same information described in subsection (1).

 8         (3)  If the Department of State determines that the

 9  application for reinstatement, or current annual report

10  described in subsection (2), contains the information required

11  by subsection (1) and that the information is correct, the

12  Department of State shall reinstate the limited partnership.

13         (4)  When the reinstatement becomes effective, the

14  reinstatement relates back to and takes effect as of the

15  effective date of the administrative dissolution, and the

16  limited partnership may resume its activities as if the

17  administrative dissolution had never occurred.

18         620.1811  Appeal from denial of reinstatement.--

19         (1)  If the Department of State denies a limited

20  partnership's request for reinstatement following

21  administrative dissolution, the Department of State shall

22  prepare, sign, and file a notice that explains the reason or

23  reasons for denial and serve the limited partnership with a

24  copy of the notice.

25         (2)  Within 30 days after service of the notice of

26  denial, the limited partnership may appeal from the denial of

27  reinstatement by petitioning the circuit court to set aside

28  the dissolution. The petition must be served on the Department

29  of State and contain a copy of the Department of State's

30  declaration of dissolution, the limited partnership's

31  


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 1  application for reinstatement, and the Department of State's

 2  notice of denial.

 3         (3)  The court may summarily order the Department of

 4  State to reinstate the dissolved limited partnership or may

 5  take other action the court considers appropriate.

 6         620.1812  Revocation of dissolution.--

 7         (1)  A limited partnership that has dissolved as the

 8  result of an event described in ss. 620.1801(1)(a)-(d) and

 9  filed a certificate of dissolution with the Department of

10  State may revoke its dissolution at any time prior to the

11  expiration of 120 days following the effective date of its

12  certificate of dissolution.

13         (2)  Revocation of dissolution shall be authorized in

14  the same manner as the dissolution was authorized.

15         (3)  After revocation of dissolution is authorized, the

16  limited partnership shall deliver a certificate of revocation

17  of dissolution to the Department of State for filing, together

18  with a copy of its certificate of dissolution, that sets

19  forth:

20         (a)  The name of the limited partnership.

21         (b)  The effective date of the dissolution that was

22  revoked.

23         (c)  The date that the revocation of dissolution was

24  authorized.

25         (4)  If there has been substantial compliance with

26  subsection (3), subject to s. 620.1206(3) the revocation of

27  dissolution is effective when the Department of State files

28  the certificate of revocation of dissolution.

29         (5)  When the revocation of dissolution is effective,

30  the revocation of dissolution relates back to and takes effect

31  as of the effective date of the dissolution, and the limited


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 1  partnership resumes carrying on its business as if dissolution

 2  had never occurred.

 3         620.1813  Disposition of assets; when contributions

 4  required.--

 5         (1)  In winding up a limited partnership's activities,

 6  the assets of the limited partnership, including the

 7  contributions required by this section, must be applied to

 8  satisfy the limited partnership's obligations to creditors,

 9  including, to the extent permitted by law, partners that are

10  creditors.

11         (2)  Any surplus remaining after the limited

12  partnership complies with subsection (1) must be paid in cash

13  as a distribution.

14         (3)  If a limited partnership's assets are insufficient

15  to satisfy all of its obligations under subsection (1), with

16  respect to each unsatisfied obligation incurred when the

17  limited partnership was not a limited liability limited

18  partnership, subject to s. 620.1808 the following rules apply:

19         (a)  Each person that was a general partner when the

20  obligation was incurred and that has not been released from

21  the obligation under s. 620.1607 shall contribute to the

22  limited partnership for the purpose of enabling the limited

23  partnership to satisfy the obligation. The contribution due

24  from each of those persons is in proportion to the right to

25  receive distributions in the capacity of general partner in

26  effect for each of those persons when the obligation was

27  incurred.

28         (b)  If a person does not contribute the full amount

29  required under paragraph (a) with respect to an unsatisfied

30  obligation of the limited partnership, the other persons

31  required to contribute by paragraph (a) on account of the


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 1  obligation shall contribute the additional amount necessary to

 2  discharge the obligation. The additional contribution due from

 3  each of those other persons is in proportion to the right to

 4  receive distributions in the capacity of general partner in

 5  effect for each of those other persons when the obligation was

 6  incurred.

 7         (c)  If a person does not make the additional

 8  contribution required by paragraph (b), further additional

 9  contributions are determined and due in the same manner as

10  provided in that paragraph.

11         (4)  A person that makes an additional contribution

12  under paragraph (3)(b) or paragraph (3)(c) may recover from

13  any person whose failure to contribute under paragraph (3)(a)

14  or paragraph (3)(b) necessitated the additional contribution.

15  A person may not recover under this subsection more than the

16  amount additionally contributed. A person's liability under

17  this subsection may not exceed the amount the person failed to

18  contribute.

19         (5)  The estate of a deceased individual is liable for

20  the person's obligations under this section.

21         (6)  An assignee for the benefit of creditors of a

22  limited partnership or a partner, or a person appointed by a

23  court to represent creditors of a limited partnership or a

24  partner, may enforce a person's obligation to contribute under

25  subsection (3).

26         620.1901  Governing law regarding foreign limited

27  partnerships.--

28         (1)  The laws of the state or other jurisdiction under

29  which a foreign limited partnership is organized govern

30  relations among the partners of the foreign limited

31  partnership and between the partners and the foreign limited


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 1  partnership and the liability of partners as partners for an

 2  obligation of the foreign limited partnership.

 3         (2)  A foreign limited partnership may not be denied a

 4  certificate of authority by reason of any difference between

 5  the laws of the jurisdiction under which the foreign limited

 6  partnership is organized and the laws of this state.

 7         (3)  A certificate of authority does not authorize a

 8  foreign limited partnership to engage in any business or

 9  exercise any power that a limited partnership may not engage

10  in or exercise in this state.

11         620.1902  Application for certificate of authority.--

12         (1)  A foreign limited partnership shall apply for a

13  certificate of authority to transact business in this state by

14  delivering a signed application to the Department of State for

15  filing. The application must state:

16         (a)  The name of the foreign limited partnership and,

17  if the name does not comply with s. 620.1108, an alternate

18  name adopted pursuant to s. 620.1905(1).

19         (b)  The state or other jurisdiction under whose law

20  the foreign limited partnership is organized and the date of

21  its formation.

22         (c)  The principal office and mailing address of the

23  foreign limited partnership.

24         (d)  The name, street address in this state, and

25  written acceptance of the foreign limited partnership's

26  initial registered agent in this state.

27         (e)  The name and principal office and mailing address

28  of each of the foreign limited partnership's general partners.

29  Each general partner that is not an individual must be

30  organized or otherwise registered with the Department of State

31  


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 1  as required by law, must maintain an active status, and may

 2  not be dissolved, revoked, or withdrawn.

 3         (f)  Whether the foreign limited partnership is a

 4  foreign limited liability limited partnership.

 5         (2)  A foreign limited partnership shall deliver with

 6  the completed application a certificate of existence or a

 7  record of similar import signed by the Department of State or

 8  other official having custody of the foreign limited

 9  partnership's publicly filed records in the state or other

10  jurisdiction under whose law the foreign limited partnership

11  is organized, dated not more than 90 days prior to the

12  delivery of the application to the Secretary of State.

13         620.1903  Activities not constituting transacting

14  business.--

15         (1)  Activities of a foreign limited partnership which

16  do not constitute transacting business in this state within

17  the meaning of s. 620.1902 include:

18         (a)  Maintaining, defending, and settling an action or

19  proceeding.

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

21  any other activity concerning its internal affairs.

22         (c)  Maintaining accounts in financial institutions.

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

24  exchange, and registration of the foreign limited

25  partnership's own securities or maintaining trustees or

26  depositories with respect to those securities.

27         (e)  Selling through independent contractors.

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

29  electronic means or through employees, agents, or otherwise,

30  if the orders require acceptance outside this state before

31  they become contracts.


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

 2  security interests in real or personal property.

 3         (h)  Securing or collecting debts or enforcing

 4  mortgages or other security interests in property securing the

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

 6  acquired.

 7         (i)  Conducting an isolated transaction that is

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

 9  similar transactions of a like manner.

10         (j)  Transacting business in interstate commerce.

11         (k)  Owning and controlling a subsidiary corporation

12  incorporated in or transacting business within this state or

13  voting the stock of any corporation which it has lawfully

14  acquired.

15         (l)  Owning a limited partnership interest in a limited

16  partnership that is doing business within this state, unless

17  such limited partner manages or controls the partnership or

18  exercises the powers and duties of a general partner.

19         (m)  Owning, without more, real or personal property.

20         (2)  The list of activities in subsection (1) is not

21  exhaustive.

22         (3)  For purposes of s. 620.1902, the ownership in this

23  state of income-producing real property or tangible personal

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

25  constitutes transacting business in this state.

26         (4)  This section does not apply in determining the

27  contacts or activities that may subject a foreign limited

28  partnership to service of process, taxation, or regulation

29  under any other law of this state.

30         620.1904  Filing of certificate of authority.--Unless

31  the Department of State determines that an application for a


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 1  certificate of authority does not comply with the filing

 2  requirements of this act, the Department of State, upon

 3  payment of all filing fees, shall authorize the foreign

 4  limited partnership to transact business in this state.

 5         620.1905  Noncomplying name of foreign limited

 6  partnership.--

 7         (1)  A foreign limited partnership whose name does not

 8  comply with s. 620.1108 may not obtain a certificate of

 9  authority until it adopts, for the purpose of transacting

10  business in this state, an alternate name that complies with

11  s. 620.1108. A foreign limited partnership that adopts an

12  alternate name under this subsection and then obtains a

13  certificate of authority with the name need not comply with s.

14  865.09. After obtaining a certificate of authority with an

15  alternate name, a foreign limited partnership shall transact

16  business in this state under the name unless the foreign

17  limited partnership is authorized under s. 865.09 to transact

18  business in this state under another name.

19         (2)  If a foreign limited partnership authorized to

20  transact business in this state changes its name to one that

21  does not comply with s. 620.1108, it may not thereafter

22  transact business in this state until it complies with

23  subsection (1) and obtains an amended certificate of

24  authority.

25         620.1906  Revocation of certificate of authority.--

26         (1)  A certificate of authority of a foreign limited

27  partnership to transact business in this state may be revoked

28  by the Department of State in the manner provided in

29  subsections (2) and (3) if the foreign limited partnership

30  does not:

31  


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 1         (a)  Pay, within 60 days after the due date, any fee or

 2  penalty due to the Department of State under this act or other

 3  law;

 4         (b)  Deliver, within 60 days after the due date, its

 5  annual report required under s. 620.1210;

 6         (c)  Appoint and maintain an agent for service of

 7  process as required by s. 620.1114(2); or

 8         (d)  Deliver for filing a statement of a change under

 9  s. 620.1115 within 30 days after a change has occurred in the

10  name or address of the agent.

11         (2)  In order to revoke a certificate of authority, the

12  Department of State must prepare, sign, and file a notice of

13  revocation and send a copy to the foreign limited partnership.

14  The notice must state:

15         (a)  The  effective date of the revocation, which must

16  be at least 60 days after the date the Department of State

17  sends the copy.

18         (b)  The foreign limited partnership's failures to

19  comply with subsection (1) which are the reason for the

20  revocation.

21         (3)  The authority of the foreign limited partnership

22  to transact business in this state ceases on the effective

23  date of the notice of revocation unless before that date the

24  foreign limited partnership cures each failure to comply with

25  subsection (1) stated in the notice. If the foreign limited

26  partnership cures the failures, the Department of State shall

27  so indicate on the filed notice.

28         620.1907  Cancellation of certificate of authority;

29  effect of failure to have certificate.--

30         (1)  In order to cancel its certificate of authority to

31  transact business in this state, a foreign limited partnership


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 1  must deliver to the Department of State for filing a notice of

 2  cancellation. The certificate is canceled when the notice

 3  becomes effective under s. 620.1206. The notice of

 4  cancellation shall be signed by at least one general partner

 5  and set forth the following:

 6         (a)  The name of the foreign limited partnership as it

 7  appears on the records of the Department of State.

 8         (b)  The jurisdiction of its formation.

 9         (c)  The date the foreign limited partnership was

10  authorized to transact business in this state.

11         (d)  A statement that the foreign limited partnership

12  is canceling its certificate of authority in this state.

13         (2)  A foreign limited partnership transacting business

14  in this state may not maintain an action or proceeding in this

15  state until the foreign limited partnership has a certificate

16  of authority to transact business in this state.

17         (3)  The failure of a foreign limited partnership to

18  have a certificate of authority to transact business in this

19  state does not impair the validity of a contract or act of the

20  foreign limited partnership or prevent the foreign limited

21  partnership from defending an action or proceeding in this

22  state.

23         (4)  A partner of a foreign limited partnership is not

24  liable for the obligations of the foreign limited partnership

25  solely by reason of the foreign limited partnership's having

26  transacted business in this state without a certificate of

27  authority.

28         (5)  If a foreign limited partnership transacts

29  business in this state without a certificate of authority or

30  cancels its certificate of authority, the foreign limited

31  partnership shall appoint the Department of State as its agent


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 1  for service of process for rights of action arising out of the

 2  transaction of business in this state.

 3         620.1908  Action by Attorney General.--The Attorney

 4  General may maintain an action to restrain a foreign limited

 5  partnership from transacting business in this state in

 6  violation of this act.

 7         620.1909  Reinstatement following administrative

 8  revocation.--

 9         (1)  A foreign limited partnership whose certificate of

10  authority was administratively revoked under s. 620.1906 may

11  apply to the Department of State for reinstatement at any time

12  after the effective date of revocation of the certificate of

13  authority. The foreign limited partnership must submit a form

14  of reinstatement prescribed and furnished by the Department of

15  State together with all fees then owed by the foreign limited

16  partnership, computed at a rate provided by law at the time

17  the foreign limited partnership applies for reinstatement.

18         (2)  As an alternative to submitting the form of

19  reinstatement referred to in subsection (1), the foreign

20  limited partnership may submit a current annual report, signed

21  by its registered agent and a general partner, which contains

22  the same information described in subsection (1).

23         (3)  If the Department of State determines that the

24  application for reinstatement or the current annual report

25  described in subsection (2) contains the information required

26  by subsection (1) and that the information is correct, it

27  shall reinstate the foreign limited partnership's certificate

28  of authority.

29         (4)  When the reinstatement becomes effective, the

30  reinstatement relates back to and takes effect as of the

31  effective date of the administrative revocation, and the


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 1  foreign limited partnership may resume its activities as if

 2  the administrative revocation had never occurred.

 3         620.1910  Amending certificate of authority.--

 4         (1)  A foreign limited partnership authorized to

 5  transact business in this state shall make application to the

 6  Department of State to obtain an amended certificate of

 7  authority to:

 8         (a)  Change its name on the records of the Department

 9  of State;

10         (b)  Amend its jurisdiction;

11         (c)  Change its general partners;

12         (d)  Add or delete its status as a limited liability

13  limited partnership; or

14         (e)  Amend any false statement contained in its

15  application for certificate of authority.

16         (2)  Such application shall be made within 30 days

17  after the occurrence of any change mentioned in subsection

18  (1), must be signed by at least one general partner, and shall

19  set forth:

20         (a)  The name of the foreign limited partnership as it

21  appears on the records of the Department of State.

22         (b)  The jurisdiction of its formation.

23         (c)  The date the foreign limited partnership was

24  authorized to transact business in this state.

25         (d)  If the name of the foreign limited partnership has

26  been changed, the name relinquished and its new name.

27         (e)  If the amendment changes the jurisdiction of the

28  foreign limited partnership, a statement of such change.

29         (f)  If the amendment changes the general partners, the

30  name and address of each new general partner. Each general

31  partner that is not an individual must be registered with the


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 1  Department of State as required by law, must maintain an

 2  active status, and must not be dissolved, revoked, or

 3  withdrawn.

 4         (g)  If the foreign limited partnership corrects a

 5  false statement, the statement it is correcting and a

 6  statement containing the corrected information.

 7         (3)  The requirements of s. 620.1902(2) for obtaining

 8  an original certificate of authority apply to obtaining an

 9  amended certificate under this section.

10         620.2001  Direct action by partner.--

11         (1)  Subject to subsection (2), a partner may maintain

12  a direct action against the limited partnership or another

13  partner for legal or equitable relief, with or without an

14  accounting as to the partnership's activities, to enforce the

15  rights and otherwise protect the interests of the partner,

16  including rights and interests under the partnership agreement

17  or this act or arising independently of the partnership

18  relationship.

19         (2)  A partner commencing a direct action under this

20  section is required to plead and prove an actual or threatened

21  injury that is not solely the result of an injury suffered or

22  threatened to be suffered by the limited partnership.

23         (3)  The accrual of, and any time limitation on, a

24  right of action for a remedy under this section is governed by

25  other law. A right to an accounting upon a dissolution and

26  winding up does not revive a claim barred by law.

27         620.2002  Derivative action.--A partner may maintain a

28  derivative action to enforce a right of a limited partnership

29  if:

30         (1)  The partner first makes a demand on the general

31  partners requesting that they cause the limited partnership to


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 1  bring an action to enforce the right and the general partners

 2  do not bring the action within a reasonable time; or

 3         (2)  A demand would be futile.

 4         620.2003  Proper plaintiff.--A derivative action may be

 5  maintained only by a person that is a partner at the time the

 6  action is commenced and:

 7         (1)  Was a partner when the conduct giving rise to the

 8  action occurred; or

 9         (2)  Whose status as a partner devolved upon the person

10  by operation of law or pursuant to the terms of the

11  partnership agreement from a person that was a partner at the

12  time of the conduct.

13         620.2004  Pleading.--In a derivative action, the

14  complaint must state with particularity:

15         (1)  The date and content of plaintiff's demand and the

16  general partners' response to the demand; or

17         (2)  Why demand should be excused as futile.

18         620.2005  Proceeds and expenses.--

19         (1)  Except as otherwise provided in subsection (2):

20         (a)  Any proceeds or other benefits of a derivative

21  action, whether by judgment, compromise, or settlement, belong

22  to the limited partnership and not to the derivative

23  plaintiff.

24         (b)  If the derivative plaintiff receives any proceeds,

25  the derivative plaintiff shall immediately remit such proceeds

26  to the limited partnership.

27         (2)  If a derivative action is successful in whole or

28  in part, the court may award the plaintiff reasonable

29  expenses, including reasonable attorney's fees, from the

30  limited partnership.

31  


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 1         620.2101  Definitions.--As used in this section and ss.

 2  620.2102-620.2124:

 3         (1)  "Constituent limited partnership" means a

 4  constituent organization that is a limited partnership.

 5         (2)  "Constituent organization" means an organization

 6  that is party to a merger.

 7         (3)  "Converted organization" means the organization

 8  into which a converting organization converts pursuant to ss.

 9  620.2102-620.2105.

10         (4)  "Converting limited partnership" means a

11  converting organization that is a limited partnership.

12         (5)  "Converting organization" means an organization

13  that converts into another organization pursuant to s.

14  620.2102.

15         (6)  "General partner" means a general partner of a

16  limited partnership.

17         (7)  "Governing law" of an organization means the law

18  that governs the organization's internal affairs.

19         (8)  "Organization" means a corporation; general

20  partnership, including a limited liability partnership;

21  limited partnership, including a limited liability limited

22  partnership; limited liability company; common law or business

23  trust or association; real estate investment trust; or any

24  other person organized under a governing statute or other

25  applicable law, provided such term does not include an

26  organization that is not organized for profit unless the

27  not-for-profit organization is the converted organization or

28  the surviving organization in a conversion or a merger

29  governed by this act. The term includes domestic and foreign

30  organizations.

31         (9)  "Organizational documents" means:


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 1         (a)  For a domestic or foreign general partnership, its

 2  partnership agreement.

 3         (b)  For a limited partnership or foreign limited

 4  partnership, its certificate of limited partnership and

 5  partnership agreement.

 6         (c)  For a domestic or foreign limited liability

 7  company, its articles of organization and operating agreement,

 8  or comparable records as provided in its governing law.

 9         (d)  For a business trust, its agreement of trust and

10  declaration of trust.

11         (e)  For a domestic or foreign corporation for profit,

12  its articles of incorporation, bylaws, and other agreements

13  among its shareholders which are authorized by its governing

14  law, or comparable records as provided in its governing law.

15         (f)  For any other organization, the basic records that

16  create the organization and determine its internal governance

17  and the relations among the persons that own such

18  organization, have an interest in the organization, or are

19  members of the organization.

20         (10)  "Personal liability" means personal liability for

21  a debt, liability, or other obligation of an organization

22  which is imposed on a person that coowns, has an interest in,

23  or is a member of the organization:

24         (a)  By the organization's governing law solely by

25  reason of the person's coowning, having an interest in, or

26  being a member of the organization; or

27         (b)  By the organization's organizational documents

28  under a provision of the organization's governing law

29  authorizing those documents to make one or more specified

30  persons liable for all or specified debts, liabilities, and

31  other obligations of the organization solely by reason of the


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 1  person or persons' coowning, having an interest in, or being a

 2  member of the organization.

 3         (11)  "Surviving organization" means an organization

 4  into which one or more other organizations are merged. A

 5  surviving organization may preexist the merger or be created

 6  by the merger.

 7         620.2102  Conversion.--

 8         (1)  An organization other than a limited partnership

 9  may convert to a limited partnership, and a limited

10  partnership may convert to another organization, other than an

11  organization which is also a domestic limited partnership

12  governed by this act, pursuant to this section and ss.

13  620.2103-620.2105 and a plan of conversion, if:

14         (a)  The other organization's governing law authorizes

15  the conversion.

16         (b)  The conversion is permitted by the law of the

17  jurisdiction that enacted the governing law.

18         (c)  The other organization complies with its governing

19  law in effecting the conversion.

20         (2)  A plan of conversion must be in a record and must

21  include:

22         (a)  The name and form of the organization before

23  conversion.

24         (b)  The name and form of the organization after

25  conversion.

26         (c)  The terms and conditions of the conversion,

27  including the manner and basis for converting interests in the

28  converting organization into any combination of money,

29  interests in the converted organization, and other

30  consideration.

31  


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 1         (d)  The organizational documents of the converted

 2  organization.

 3         620.2103  Action on plan of conversion by converting

 4  limited partnership.--

 5         (1)  A plan of conversion must be consented to by all

 6  of the general partners of a converting limited partnership.

 7  Subject to s. 620.2110, the plan of conversion must also be

 8  consented to by those limited partners who own a majority of

 9  the rights to receive distributions as limited partners at the

10  time the consent is effective, provided, if there is more than

11  one class or group of limited partners, the plan of conversion

12  must be consented to by those limited partners in each class

13  or group which owns a majority of the rights to receive

14  distributions as limited partners in that class or group at

15  the time the consent is effective. The consents required by

16  this subsection must be in, or evidenced by, a record.

17         (2)  Subject to s. 620.2110 and any contractual rights,

18  after a conversion is approved, and at any time before a

19  filing is made under s. 620.2104, a converting limited

20  partnership may amend the plan or abandon the planned

21  conversion:

22         (a)  As provided in the plan.

23         (b)  Except as prohibited by the plan, by the same

24  consent as was required to approve the plan.

25         620.2104  Filings required for conversion; effective

26  date.--

27         (1)  After a plan of conversion is approved:

28         (a)  A converting limited partnership shall deliver to

29  the Department of State for filing a certificate of

30  conversion, signed by each general partner listed in the

31  certificate of limited partnership, and must include:


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 1         1.  A statement that the limited partnership has been

 2  converted into another organization.

 3         2.  The name and form of the organization and the

 4  jurisdiction of its governing law.

 5         3.  The date the conversion is effective under the

 6  governing law of the converted organization.

 7         4.  A statement that the conversion was approved as

 8  required by this act.

 9         5.  A statement that the conversion was approved as

10  required by the governing law of the converted organization.

11         6.  If the converted organization is a foreign

12  organization not authorized to transact business in this

13  state, the street and mailing address of an office which the

14  Department of State may use for the purposes of s.

15  620.2105(3).

16         (b)  If the converting organization is not a converting

17  limited partnership, the converting organization shall deliver

18  to the Department of State for filing:

19         1.  A certificate of limited partnership containing the

20  information required by s. 620.1201, signed by each general

21  partner as required by s. 620.1204(1)(a).

22         2.  A certificate of conversion, which certificate of

23  conversion must include:

24         a.  A statement that the limited partnership was

25  converted from another organization.

26         b.  The name and form of the converting organization

27  and the jurisdiction of its governing law.

28         c.  A statement that the conversion was approved as

29  required by this act.

30  

31  


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 1         d.  A statement that the conversion was approved in a

 2  manner that complied with the converting organization's

 3  governing law.

 4         (2)  A conversion becomes effective:

 5         (a)  If the converted organization is a limited

 6  partnership, when the certificate of limited partnership takes

 7  effect.

 8         (b)  If the converted organization is not a limited

 9  partnership, as provided by the governing law of the converted

10  organization.

11         620.2105  Effect of conversion.--

12         (1)  An organization that has been converted pursuant

13  to this act is for all purposes the same entity that existed

14  before the conversion.

15         (2)  When a conversion takes effect:

16         (a)  Title to all real and other property, or any

17  interest in such property, owned by the converting

18  organization at the time of its conversion remains vested in

19  the converted organization without reversion or impairment

20  under this act.

21         (b)  All debts, liabilities, and other obligations of

22  the converting organization continue as obligations of the

23  converted organization.

24         (c)  An action or proceeding pending by or against the

25  converting organization may be continued as if the conversion

26  had not occurred.

27         (d)  Except as prohibited by other law, all of the

28  rights, privileges, immunities, powers, and purposes of the

29  converting organization remain vested in the converted

30  organization.

31  


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 1         (e)  Except as otherwise provided in the plan of

 2  conversion, the terms and conditions of the plan of conversion

 3  take effect.

 4         (f)  Except as otherwise agreed, the conversion does

 5  not dissolve a converting limited partnership for the purposes

 6  of ss. 620.1801-620.1813.

 7         (3)  A converted organization that is a foreign

 8  organization consents to the jurisdiction of the courts of

 9  this state to enforce any obligation owed by the converting

10  limited partnership, if before the conversion the converting

11  limited partnership was subject to suit in this state on the

12  obligation. A converted organization that is a foreign

13  organization and not authorized to transact business in this

14  state appoints the Department of State as its agent for

15  service of process for purposes of enforcing an obligation

16  under this subsection and any appraisal rights of limited

17  partners under ss. 620.2113-620.2124 to the extent applicable

18  to the conversion. Service on the Department of State under

19  this subsection is made in the same manner and with the same

20  consequences as in s. 620.1117(3) and (4).

21         (4)  A copy of the statement of conversion, certified

22  by the Department of State, may be filed in any county of this

23  state in which the converting organization holds an interest

24  in real property.

25         620.2106  Merger.--

26         (1)  A limited partnership may merge with one or more

27  other constituent organizations pursuant to this section and

28  ss. 620.2107-620.2109 and a plan of merger, if:

29         (a)  The governing law of each of the other

30  organizations authorizes the merger.

31  


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 1         (b)  The merger is permitted by the law of a

 2  jurisdiction that enacted each of those governing law.

 3         (c)  Each of the other organizations complies with its

 4  governing law in effecting the merger.

 5         (2)  A plan of merger must be in a record and must

 6  include:

 7         (a)  The name and form of each constituent

 8  organization.

 9         (b)  The name and form of the surviving organization.

10         (c)  The terms and conditions of the merger, including

11  the manner and basis for converting the interests in each

12  constituent organization into any combination of money,

13  interests in the surviving organization, and other

14  consideration.

15         (d)  Any amendments to be made by the merger to the

16  surviving organization's organizational documents.

17         620.2107  Action on plan of merger by constituent

18  limited partnership.--

19         (1)  A plan of merger must be consented to by all of

20  the general partners of a constituent limited partnership.

21  Subject to s. 620.2110, the plan of merger must also be

22  consented to by those limited partners who own a majority of

23  the rights to receive distributions as limited partners at the

24  time the consent is effective, provided, if there is more than

25  one class or group of limited partners, the plan of merger

26  must be consented to by those limited partners who own a

27  majority of the rights to receive distributions as limited

28  partners in that class or group at the time the consent is

29  effective. The consents required by this subsection must be

30  in, or evidenced by, a record.

31  


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 1         (2)  Subject to s. 620.2110 and any contractual rights,

 2  after a merger is approved, and at any time before a filing is

 3  made under s. 620.2108, a constituent limited partnership may

 4  amend the plan or abandon the planned merger:

 5         (a)  As provided in the plan; and

 6         (b)  Except as prohibited by the plan,

 7  

 8  with the same consent as was required to approve the plan.

 9         620.2108  Filings required for merger; effective

10  date.--

11         (1)  After each constituent organization has approved a

12  merger, a certificate of merger must be signed on behalf of:

13         (a)  Each preexisting constituent limited partnership,

14  by each general partner listed in the certificate of limited

15  partnership.

16         (b)  Each other preexisting constituent organization,

17  by an authorized representative.

18         (2)  The certificate of merger must include:

19         (a)  The name and form of each constituent organization

20  and the jurisdiction of its governing law.

21         (b)  The name and form of the surviving organization,

22  the jurisdiction of its governing law, and, if the surviving

23  organization is created by the merger, a statement to that

24  effect.

25         (c)  The date the merger is effective under the

26  governing law of the surviving organization.

27         (d)  Any amendments provided for in the plan of merger

28  for the organizational document that created the organization.

29         (e)  A statement as to each constituent organization

30  that the merger was approved as required by the organization's

31  governing law.


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 1         (f)  If the surviving organization is a foreign

 2  organization not authorized to transact business in this

 3  state, the street and mailing address of an office which the

 4  Department of State may use for the purposes of s.

 5  620.2109(2).

 6         (g)  Any additional information required by the

 7  governing law of any constituent organization.

 8         (3)  Each constituent limited partnership shall deliver

 9  the certificate of merger for filing in the Department of

10  State.

11         (4)  A merger becomes effective under this act:

12         (a)  If the surviving organization is a limited

13  partnership, upon the later of:

14         1.  Compliance with subsection (3); or

15         2.  Subject to s. 620.1206(3), as specified in the

16  certificate of merger; or

17         (b)  If the surviving organization is not a limited

18  partnership, as provided by the governing law of the surviving

19  organization.

20         (5)  A certificate of merger shall act as a statement

21  of termination for purposes of s. 620.1203 for a limited

22  partnership that is a party to the merger that is not the

23  surviving organization, which shall be deemed filed upon the

24  effective date of the merger.

25         620.2109  Effect of merger.--

26         (1)  When a merger becomes effective:

27         (a)  The surviving organization continues.

28         (b)  Each constituent organization that merges into the

29  surviving organization ceases to exist as a separate entity.

30  

31  


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 1         (c)  All property owned by each constituent

 2  organization that ceases to exist vests in the surviving

 3  organization.

 4         (d)  All debts, liabilities, and other obligations of

 5  each constituent organization that ceases to exist continue as

 6  obligations of the surviving organization.

 7         (e)  An action or proceeding pending by or against any

 8  constituent organization that ceases to exist may be continued

 9  as if the merger had not occurred.

10         (f)  Except as prohibited by other law, all of the

11  rights, privileges, immunities, powers, and purposes of each

12  constituent organization that ceases to exist vest in the

13  surviving organization.

14         (g)  Except as otherwise provided in the plan of

15  merger, the terms and conditions of the plan of merger take

16  effect.

17         (h)  Except as otherwise agreed, if a constituent

18  limited partnership ceases to exist, the merger does not

19  dissolve the limited partnership for the purposes of ss.

20  620.1801-620.1813.

21         (i)  Any amendments provided for in the certificate of

22  merger for the organizational document that created the

23  organization become effective.

24         (2)  A surviving organization that is a foreign

25  organization consents to the jurisdiction of the courts of

26  this state to enforce any obligation owed by a constituent

27  organization, if before the merger the constituent

28  organization was subject to suit in this state on the

29  obligation. A surviving organization that is a foreign

30  organization and not authorized to transact business in this

31  state shall appoint the Department of State as its agent for


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 1  service of process for the purposes of enforcing an obligation

 2  under this subsection and any appraisal rights of limited

 3  partners  under ss. 620.2113-620.2124 to the extent applicable

 4  to the merger. Service on the Department of State under this

 5  subsection is made in the same manner and with the same

 6  consequences as in s. 620.1117(3) and (4).

 7         (3)  A copy of the certificate of merger, certified by

 8  the Department of State, may be filed in any county of this

 9  state in which a constituent organization holds an interest in

10  real property.

11         620.2110  Restrictions on approval of conversions and

12  mergers and on relinquishing limited liability limited

13  partnership status.--

14         (1)  If a partner of a converting or constituent

15  limited partnership will have personal liability with respect

16  to a converted or surviving organization, approval and

17  amendment of a plan of conversion or merger are ineffective

18  without the consent of the partner, unless:

19         (a)  The limited partnership's partnership agreement

20  provides for the approval of the conversion or merger with the

21  consent of fewer than all the partners.

22         (b)  The partner has consented to the provision of the

23  partnership agreement.

24         (2)  An amendment to a certificate of limited

25  partnership which deletes a statement that the limited

26  partnership is a limited liability limited partnership is

27  ineffective without the consent of each general partner

28  unless:

29         (a)  The limited partnership's partnership agreement

30  provides for the amendment with the consent of less than all

31  the general partners.


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    ENROLLED

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 1         (b)  Each general partner that does not consent to the

 2  amendment has consented to the provision of the partnership

 3  agreement.

 4         (3)  A partner does not give the consent required by

 5  subsection (1) or subsection (2) merely by consenting to a

 6  provision of the partnership agreement which permits the

 7  partnership agreement to be amended with the consent of fewer

 8  than all the partners.

 9         620.2111  Liability of general partner after conversion

10  or merger.--

11         (1)  A conversion or merger under this act does not

12  discharge any liability under ss. 620.1404 and 620.1607 of a

13  person that was a general partner in or dissociated as a

14  general partner from a converting or constituent limited

15  partnership, but:

16         (a)  The provisions of this act pertaining to the

17  collection or discharge of the liability continue to apply to

18  the liability.

19         (b)  For the purposes of applying those provisions, the

20  converted or surviving organization is deemed to be the

21  converting or constituent limited partnership.

22         (c)  If a person is required to pay any amount under

23  this subsection:

24         1.  The person has a right of contribution from each

25  other person that was liable as a general partner under s.

26  620.1404 when the obligation was incurred and has not been

27  released from the obligation under s. 620.1607.

28         2.  The contribution due from each of those persons is

29  in proportion to the right to receive distributions in the

30  capacity of general partner in effect for each of those

31  persons when the obligation was incurred.


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    ENROLLED

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 1         (2)  In addition to any other liability provided by

 2  law:

 3         (a)  A person that immediately before a conversion or

 4  merger became effective was a general partner in a converting

 5  or constituent limited partnership that was not a limited

 6  liability limited partnership is personally liable on a

 7  transaction entered into by the converted or surviving

 8  organization with a third party after the conversion or merger

 9  becomes effective, if, at the time the third party enters into

10  the transaction, the third party:

11         1.  Does not have notice of the conversion or merger.

12         2.  Reasonably believes that:

13         a.  The converted or surviving business is the

14  converting or constituent limited partnership.

15         b.  The converting or constituent limited partnership

16  is not a limited liability limited partnership.

17         c.  The person is a general partner in the converting

18  or constituent limited partnership.

19         (b)  A person that was dissociated as a general partner

20  from a converting or constituent limited partnership before

21  the conversion or merger became effective is personally liable

22  on a transaction entered into by the converted or surviving

23  organization with a third party after the conversion or merger

24  becomes effective, if:

25         1.  Immediately before the conversion or merger became

26  effective the converting or surviving limited partnership was

27  not a limited liability limited partnership.

28         2.  At the time the third party enters into the

29  transaction less than 2 years have passed since the person

30  dissociated as a general partner and the third party:

31         a.  Does not have notice of the dissociation.


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    ENROLLED

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 1         b.  Does not have notice of the conversion or merger.

 2         c.  Reasonably believes that the converted or surviving

 3  organization is the converting or constituent limited

 4  partnership, the converting or constituent limited partnership

 5  is not a limited liability limited partnership, and the person

 6  is a general partner in the converting or constituent limited

 7  partnership.

 8         620.2112  Power of general partners and persons

 9  dissociated as general partners to bind organization after

10  conversion or merger.--

11         (1)  An act of a person that immediately before a

12  conversion or merger became effective was a general partner in

13  a converting or constituent limited partnership binds the

14  converted or surviving organization after the conversion or

15  merger becomes effective, if:

16         (a)  Before the conversion or merger became effective,

17  the act would have bound the converting or constituent limited

18  partnership under s. 620.1402.

19         (b)  At the time the third party enters into the

20  transaction, the third party:

21         1.  Does not have notice of the conversion or merger.

22         2.  Reasonably believes that the converted or surviving

23  business is the converting or constituent limited partnership

24  and that the person is a general partner in the converting or

25  constituent limited partnership.

26         (2)  An act of a person that before a conversion or

27  merger became effective was dissociated as a general partner

28  from a converting or constituent limited partnership binds the

29  converted or surviving organization after the conversion or

30  merger becomes effective, if:

31  


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    ENROLLED

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 1         (a)  Before the conversion or merger became effective,

 2  the act would have bound the converting or constituent limited

 3  partnership under s. 620.1402 if the person had been a general

 4  partner.

 5         (b)  At the time the third party enters into the

 6  transaction, less than 2 years have passed since the person

 7  dissociated as a general partner and the third party:

 8         1.  Does not have notice of the dissociation.

 9         2.  Does not have notice of the conversion or merger.

10         3.  Reasonably believes that the converted or surviving

11  organization is the converting or constituent limited

12  partnership and that the person is a general partner in the

13  converting or constituent limited partnership.

14         (3)  If a person having knowledge of the conversion or

15  merger causes a converted or surviving organization to incur

16  an obligation under subsection (1) or subsection (2), the

17  person is liable:

18         (a)  To the converted or surviving organization for any

19  damage caused to the organization arising from the obligation.

20         (b)  If another person is liable for the obligation, to

21  that other person for any damage caused to that other person

22  arising from the liability.

23         620.2113  Appraisal rights; definitions.--The following

24  definitions apply to this section and ss. 620.2114-620.2124:

25         (1)  "Affiliate" means a person that directly or

26  indirectly through one or more intermediaries controls, is

27  controlled by, or is under common control with another person.

28  For purposes of s. 620.2114(2)(d), a person is deemed to be an

29  affiliate of its senior executives.

30         (2)  "Appraisal event" means an event described in s.

31  620.2114(1).


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    ENROLLED

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 1         (3)  "Beneficial limited partner" means a person who is

 2  the beneficial owner of a limited partner interest held in a

 3  voting trust or by a nominee on the beneficial owner's behalf.

 4         (4)  "Fair value" means the value of the limited

 5  partner's partnership interests determined:

 6         (a)  Immediately before the effectuation of the

 7  appraisal event to which the partner objects.

 8         (b)  Using customary and current valuation concepts and

 9  techniques generally employed for similar businesses in the

10  context of the transaction requiring appraisal, excluding any

11  appreciation or depreciation in anticipation of the

12  transaction to which the partner objects unless exclusion

13  would be inequitable to the limited partnership and its

14  remaining partners.

15         (c)  For a limited partnership with ten or fewer

16  limited partners, without discounting for lack of

17  marketability or minority status.

18         (5)  "Interest" means interest from the effective date

19  of the appraisal event to which the limited partner objects

20  until the date of payment, at the rate of interest described

21  in s. 620.107(2), determined as of the effective date of the

22  appraisal event.

23         (6)  "Limited partnership" means the limited

24  partnership governed by this act that issued the limited

25  partner interest held by a limited partner demanding appraisal

26  and, for matters covered in ss. 620.2114-620.2124, includes

27  the converted organization in a conversion or the surviving

28  organization in a merger.

29         (7)  "Record limited partner" means each person who is

30  identified as a limited partner in the current list of

31  partners maintained in accordance with s. 620.1111 by the


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    ENROLLED

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 1  limited partnership or, to the extent the limited partnership

 2  has failed to maintain a current list, each person that is the

 3  rightful owner of a limited partner interest in the limited

 4  partnership.  A transferee of a limited partner interest is

 5  not a record limited partner.

 6         (8)  "Senior executive" means a general partner or the

 7  chief executive officer, chief operating officer, chief

 8  financial officer, manager, or anyone in charge of a principal

 9  business unit or function of a limited partnership or of a

10  general partner of the limited partnership.

11         (9)  "Limited partner" means a record limited partner

12  or a beneficial limited partner.

13         (10)  "Limited partner interest" means all rights and

14  other interests held by a person in the limited partnership in

15  that person's capacity as a limited partner under this act and

16  the limited partnership's partnership agreement, including the

17  limited partner's transferable interest and management and

18  voting rights, if any, and subject to any obligations that

19  such person has in that capacity of limited partner. If the

20  appraisal rights of the limited partner under s. 620.2114

21  pertain to only a certain class or series of a limited partner

22  interest, the term "limited partner interest" means only the

23  limited partner interest pertaining to such class or series.

24         620.2114  Right of limited partners to appraisal.--

25         (1)  A limited partner of a limited partnership

26  governed by this act is entitled to appraisal rights, and to

27  obtain payment of the fair value of that limited partner's

28  limited partner interest, in the following events:

29         (a)  Consummation of a merger of such limited

30  partnership pursuant to this act and the limited partner

31  possessed the right to vote upon the merger; or


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    ENROLLED

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 1         (b)  Consummation of a conversion of such limited

 2  partnership pursuant to this act and the limited partner

 3  possessed the right to vote upon the conversion.

 4         (2)  Notwithstanding subsection (1), the availability

 5  of appraisal rights shall be limited in accordance with the

 6  following provisions:

 7         (a)  Appraisal rights shall not be available for

 8  limited  partner interests which are:

 9         1.  Listed on the New York Stock Exchange or the

10  American Stock Exchange or designated as a national market

11  system security on an interdealer quotation system by the

12  National Association of Securities Dealers, Inc.; or

13         2.  Not so listed or designated, but are issued by a

14  limited partnership that has at least 500 partners and the

15  interests of all partners in the partnership, including

16  transferable interests, have a market value of at least $10

17  million, exclusive of the value of any such interests held by

18  its general partners and other senior executives owning more

19  than 10 percent of the rights to receive distributions from

20  the limited partnership.

21         (b)  The applicability of paragraph (a) shall be

22  determined as of the date fixed to determine the limited

23  partners entitled to receive notice of, and to vote upon, the

24  appraisal event.

25         (c)  Paragraph (a) shall not apply and appraisal rights

26  shall be available pursuant to subsection (1) for any limited

27  partners who are required by the appraisal event to accept for

28  their limited partner interests anything other than cash or a

29  proprietary interest of an entity that satisfies the standards

30  set forth in paragraph (a) at the time the appraisal event

31  becomes effective.


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    ENROLLED

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 1         (d)  Paragraph (a) shall not apply and appraisal rights

 2  shall be available pursuant to subsection (1) for the holders

 3  of a limited partner interest if:

 4         1.  Any of the partners' interests in the limited

 5  partnership or the limited partnership's assets are being

 6  acquired or converted, whether by merger, conversion, or

 7  otherwise, pursuant to the appraisal event by a person, or by

 8  an affiliate of a person, who:

 9         a.  Is, or at any time in the 1-year period immediately

10  preceding approval of the appraisal event was, the beneficial

11  owner of 20 percent or more of those interests in the limited

12  partnership entitled to vote on the appraisal event, excluding

13  any such interests acquired pursuant to an offer for all

14  interests having such voting rights if such offer was made

15  within 1 year prior to the appraisal event for consideration

16  of the same kind and of a value equal to or less than that

17  paid in connection with the appraisal event. For purposes of

18  this subparagraph, the term "beneficial owner" means any

19  person who, directly or indirectly, through any contract,

20  arrangement, or understanding, other than a revocable proxy,

21  has or shares the right to vote, or to direct the voting of,

22  an interest in a limited partnership with respect to approval

23  of the appraisal event, provided that a member of a national

24  securities exchange shall not be deemed to be a beneficial

25  owner of an interest in a limited partnership held directly or

26  indirectly by it on behalf of another person solely because

27  such member is the record holder of interests in the limited

28  partnership if the member is precluded by the rules of such

29  exchange from voting without instruction on contested matters

30  or matters that may affect substantially the rights or

31  privileges of the holders of the interests in the limited


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    ENROLLED

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 1  partnership to be voted. When two or more persons agree to act

 2  together for the purpose of voting such interests, each member

 3  of the group formed thereby shall be deemed to have acquired

 4  beneficial ownership, as of the date of such agreement, of all

 5  voting interests in the limited partnership beneficially owned

 6  by any member of the group; or

 7         b.  Directly or indirectly has, or at any time in the

 8  1-year period immediately preceding approval of the appraisal

 9  event had, the power, contractually or otherwise, to cause the

10  appointment or election of any senior executives; or

11         2.  Any of the partners' interests in the limited

12  partnership or the limited partnership's assets are being

13  acquired or converted, whether by merger, conversion, or

14  otherwise, pursuant to the appraisal event by a person, or by

15  an affiliate of a person, who is, or at any time in the 1-year

16  period immediately preceding approval of the appraisal event

17  was, a senior executive of the limited partnership or a senior

18  executive of any affiliate of the limited partnership, and

19  that senior executive will receive, as a result of the limited

20  partnership action, a financial benefit not generally

21  available to limited partners, other than:

22         a.  Employment, consulting, retirement, or similar

23  benefits established separately and not as part of or in

24  contemplation of the appraisal event;

25         b.  Employment, consulting, retirement, or similar

26  benefits established in contemplation of, or as part of, the

27  appraisal event that are not more favorable than those

28  existing before the appraisal event or, if more favorable,

29  that have been approved by the limited partnership; or

30         c.  In the case of a general partner of the limited

31  partnership who will, during or as the result of the appraisal


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    ENROLLED

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 1  event, become a general partner, manager, or director of the

 2  surviving or converted organization or one of its affiliates,

 3  those rights and benefits as a general partner, manager, or

 4  director that are provided on the same basis as those afforded

 5  by the surviving or converted organization generally to other

 6  general partners, managers, or directors of the surviving or

 7  converted organization or its affiliate.

 8         (3)  A limited partner entitled to appraisal rights

 9  under ss. 620.2113-620.2124 may not challenge a completed

10  appraisal event unless the appraisal event:

11         (a)  Was not effectuated in accordance with the

12  applicable provisions of ss. 620.2113-620.2124, the limited

13  partnership's certificate of limited partnership, or the

14  partnership agreement; or

15         (b)  Was procured as a result of fraud or material

16  misrepresentation.

17         (4)  A limited partnership may modify, restrict, or

18  eliminate the appraisal rights provided in ss.

19  620.2113-620.2124 in its partnership agreement.

20         620.2115  Assertion of rights by nominees and

21  beneficial owners.--

22         (1)  A record limited partner may assert appraisal

23  rights as to fewer than all the limited partner interests

24  registered in the record limited partner's name that are owned

25  by a beneficial limited partner only if the record limited

26  partner objects with respect to all limited partner interests

27  of the class or series owned by that beneficial limited

28  partner and notifies the limited partnership in writing of the

29  name and address of each beneficial limited partner on whose

30  behalf appraisal rights are being asserted. The rights of a

31  record limited partner who asserts appraisal rights for only


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    ENROLLED

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 1  part of the limited partner interests of the class or series

 2  held of record in the record limited partner's name under this

 3  subsection shall be determined as if the limited partner

 4  interests as to which the record limited partner objects and

 5  the record limited partner's other limited partner interests

 6  were registered in the names of different record limited

 7  partners.

 8         (2)  A beneficial limited partner may assert appraisal

 9  rights as to a limited partner interest held on behalf of the

10  partner only if such beneficial limited partner:

11         (a)  Submits to the limited partnership the record

12  limited partner's written consent to the assertion of such

13  rights no later than the date referred to in s.

14  620.2118(2)(b)2.

15         (b)  Does so with respect to all limited partner

16  interests of the class or series that are beneficially owned

17  by the beneficial limited partner.

18         620.2116  Notice of appraisal rights.--

19         (1)  If a proposed appraisal event is to be submitted

20  to a vote at a limited partners' meeting, the meeting notice

21  must state that the limited partnership has concluded that

22  partners are, are not, or may be entitled to assert appraisal

23  rights under this act.

24         (2)  If the limited partnership concludes that

25  appraisal rights are or may be available, a copy of ss.

26  620.2113-620.2124 must accompany the meeting notice sent to

27  those record limited partners entitled to exercise appraisal

28  rights.

29         (3)  If the appraisal event is to be approved other

30  than by a partners' meeting, the notice referred to in

31  subsection (1) must be sent to all limited partners at the


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    ENROLLED

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 1  time that consents are first solicited, whether or not

 2  consents are solicited from all limited partners, and include

 3  the materials described in s. 620.2118.

 4         620.2117  Notice of intent to demand payment.--

 5         (1)  If a proposed appraisal event is submitted to a

 6  vote at a partners' meeting, or is submitted to a partner

 7  pursuant to a consent vote, a limited partner who is entitled

 8  to and who wishes to assert appraisal rights with respect to

 9  any class or series of limited partner interests:

10         (a)  Must deliver to a general partner of the limited

11  partnership before the vote is taken, or within 20 days after

12  receiving the notice pursuant to s. 620.2116(3) if action is

13  to be taken without a partner meeting, written notice of such

14  person's intent to demand payment if the proposed appraisal

15  event is effectuated.

16         (b)  Must not vote, or cause or permit to be voted, any

17  limited partner interests of such class or series in favor of

18  the appraisal event.

19         (2)  A person who may otherwise be entitled to

20  appraisal rights, but who does not satisfy the requirements of

21  subsection (1), is not entitled to payment under ss.

22  620.2113-620.2124.

23         620.2118  Appraisal notice and form.--

24         (1)  If the  proposed appraisal event becomes

25  effective, the limited partnership must deliver a written

26  appraisal notice and form required by paragraph (2)(a) to all

27  limited partners who satisfied the requirements of s.

28  620.2117.

29         (2)  The appraisal notice must be sent no earlier than

30  the date the appraisal event became effective and no later

31  than 10 days after such date and must:


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    ENROLLED

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 1         (a)  Supply a form that specifies the date that the

 2  appraisal event became effective and that provides for the

 3  limited partner to state:

 4         1.  The limited partner's name and address.

 5         2.  The number, classes, and series of limited partner

 6  interests as to which the limited partner asserts appraisal

 7  rights.

 8         3.  That the limited partner did not vote for the

 9  transaction.

10         4.  Whether the limited partner accepts the limited

11  partnership's offer as stated in subparagraph (b)4.

12         5.  If the offer is not accepted, the limited partner's

13  estimated fair value of the limited partner interests and a

14  demand for payment of the limited partner's estimated value

15  plus interest.

16         (b)  State:

17         1.  Where the form described in paragraph (a) must be

18  sent.

19         2.  A date by which the limited partnership must

20  receive the form, which date may not be fewer than 40 or more

21  than 60 days after the date the appraisal notice and form

22  described in this subsection are sent, and state that the

23  limited partner shall have waived the right to demand

24  appraisal with respect to the limited partner interests unless

25  the form is received by the limited partnership by such

26  specified date.

27         3.  In the case of limited partner interest represented

28  by a certificate, the location at which certificates for such

29  certificated partnership interests must be deposited, if that

30  action is required by the limited partnership, and the date by

31  which those certificates must be deposited, which date may not


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    ENROLLED

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 1  be earlier than the date for receiving the required form under

 2  subparagraph 2.

 3         4.  The limited partnership's estimate of the fair

 4  value of the limited partner interests.

 5         5.  An offer to each limited partner who is entitled to

 6  appraisal rights to pay the limited partnership's estimate of

 7  fair value set forth in subparagraph 4.

 8         6.  That, if requested in writing, the limited

 9  partnership will provide to the limited partner so requesting,

10  within 10 days after the date specified in subparagraph 2.,

11  the number of limited partners who return the forms by the

12  specified date and the total number of limited partner

13  interests owned by them.

14         7.  The date by which the notice to withdraw under s.

15  620.1119 must be received, which date must be within 20 days

16  after the date specified in subparagraph 2.

17         (c)  Be accompanied by:

18         1.  Financial statements of the limited partnership

19  that issued the limited partner interests to be appraised,

20  consisting of a balance sheet as of the end of the fiscal year

21  ending not more than 15 months prior to the date of the

22  limited partnership's appraisal notice, an income statement

23  for that year, a cash flow statement for that year, and the

24  latest available interim financial statements, if any.

25         2.  A copy of ss. 620.2213-620.2224.

26         620.2119  Perfection of rights; right to withdraw.--

27         (1)  A limited partner who wishes to exercise appraisal

28  rights must execute and return the form received pursuant to

29  s. 620.2118(1) and, in the case of certificated partnership

30  interests and the limited partnership so requires, deposit the

31  limited partner's certificates in accordance with the terms of


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    ENROLLED

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 1  the notice by the date referred to in the notice pursuant to

 2  s. 620.2118(2)(b)2. Once a limited partner deposits that

 3  limited partner's certificates or, in the case of

 4  uncertificated partnership interests, returns the executed

 5  form described in s. 620.2118(2), the limited partner loses

 6  all rights as a limited partner, unless the limited partner

 7  withdraws pursuant to subsection (3). Upon receiving a demand

 8  for payment from a limited partner who holds an uncertificated

 9  partnership interest, the limited partnership shall make an

10  appropriate notation of the demand for payment in its records.

11         (2)  The limited partnership may restrict the transfer

12  of such limited partner interests from the date the limited

13  partner delivers the items required by subsection (1).

14         (3)  A limited partner who has complied with subsection

15  (1) may nevertheless decline to exercise appraisal rights and

16  withdraw from the appraisal process by so notifying the

17  limited partnership in writing by the date set forth in the

18  appraisal notice pursuant to s. 620.2118(2)(b)7. A limited

19  partner who fails to so withdraw from the appraisal process

20  may not thereafter withdraw without the limited partnership's

21  written consent.

22         (4)  A limited partner who does not execute and return

23  the form and, in the case of certificated partnership

24  interests, deposit that limited partner's certificates, if so

25  required by the limited partnership, each by the date set

26  forth in the notice described in subsection (2), shall not be

27  entitled to payment under this act.

28         (5)  If the limited partner's right to receive fair

29  value is terminated other than by the purchase of the limited

30  partner interest by the limited partnership, all rights of the

31  limited partner, with respect to such limited partner


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    ENROLLED

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 1  interest, shall be reinstated effective as of the date the

 2  limited partner delivered the items required by subsection

 3  (1), including the right to receive any intervening payment or

 4  other distribution with respect to such partnership interests,

 5  or, if any such rights have expired or any such distribution

 6  other than a cash payment has been completed, in lieu thereof

 7  at the election of the limited partnership, the fair value

 8  thereof in cash as determined by the limited partnership as of

 9  the time of such expiration or completion, but without

10  prejudice otherwise to any action or proceeding of the limited

11  partnership that may have been taken by the limited

12  partnership on or after the date the limited partner delivered

13  the items required by subsection (1).

14         620.2120  Limited partner's acceptance of limited

15  partnership's offer.--

16         (1)  If the limited partner states on the form provided

17  in s. 620.2118(1) that the limited partner accepts the offer

18  of the limited partnership to pay the limited partnership's

19  estimated fair value for the limited partner interest, the

20  limited partnership shall make such payment to the limited

21  partner within 90 days after the limited partnership's receipt

22  of the items required by s. 620.1119(1).

23         (2)  Upon payment of the agreed value, the limited

24  partner shall cease to have any interest in the partnership

25  interests.

26         620.2121  Procedure if limited partner is dissatisfied

27  with offer.--

28         (1)  A limited partner who is dissatisfied with the

29  limited partnership's offer as set forth pursuant to s.

30  620.2118(2)(b)5. must notify the limited partnership on the

31  form provided pursuant to s. 620.2118(1) of the limited


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    ENROLLED

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 1  partner's estimate of the fair value of the limited partner

 2  interest and demand payment of that estimate plus interest.

 3         (2)  A limited partner who fails to notify the limited

 4  partnership in writing of the limited partner's demand to be

 5  paid the limited partner's estimate of the fair value plus

 6  interest under subsection (1) within the timeframe set forth

 7  in s. 620.2118(2)(b)2. waives the right to demand payment

 8  under this section and shall be entitled only to the payment

 9  offered by the limited partnership pursuant to s.

10  620.2118(2)(b)5.

11         620.2122  Court action.--

12         (1)  If a limited partner makes demand for payment

13  under s. 620.2121 which remains unsettled, the limited

14  partnership shall commence a proceeding within 60 days after

15  receiving the payment demand and petition the court to

16  determine the fair value of the partnership interests and

17  accrued interest. If the limited partnership does not commence

18  the proceeding within the 60-day period, any limited partner

19  who has made a demand pursuant to s. 620.2121 may commence the

20  proceeding in the name of the limited partnership.

21         (2)  The proceeding shall be commenced in the

22  appropriate court of the county in which the limited

23  partnership's principal office, or, if none, its registered

24  office, in this state is located. If the limited partnership

25  is a foreign limited partnership without a registered office

26  in this state, the proceeding shall be commenced in the county

27  in this state in which the principal office or registered

28  office of the domestic limited partnership was located at the

29  time of the transaction.

30         (3)  All limited partners, whether or not residents of

31  this state, whose demands remain unsettled shall be made


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 1  parties to the proceeding as in an action against their

 2  partnership interests. The limited partnership shall serve a

 3  copy of the initial pleading in such proceeding upon each

 4  limited partner party who is a resident of this state in the

 5  manner provided by law for the service of a summons and

 6  complaint and upon each nonresident limited partner party by

 7  registered or certified mail or by publication as provided by

 8  law.

 9         (4)  The jurisdiction of the court in which the

10  proceeding is commenced under subsection (2) is plenary and

11  exclusive. If the court so elects, the court may appoint one

12  or more persons as appraisers to receive evidence and

13  recommend a decision on the question of fair value. The

14  appraisers shall have the powers described in the order

15  appointing them or in any amendment to the order. The limited

16  partners demanding appraisal rights are entitled to the same

17  discovery rights as parties in other civil proceedings. There

18  shall be no right to a jury trial.

19         (5)  Each partner made a party to the proceeding is

20  entitled to judgment for the amount of the fair value of such

21  limited partner's limited partner partnership interests, plus

22  interest, as found by the court.

23         (6)  The limited partnership shall pay each such

24  partner the amount found to be due within 10 days after final

25  determination of the proceedings. Upon payment of the

26  judgment, the limited partner shall cease to have any interest

27  in the limited partnership interests.

28         620.2123  Court costs and counsel fees.--

29         (1)  The court in an appraisal proceeding shall

30  determine all costs of the proceeding, including the

31  reasonable compensation and expenses of appraisers appointed


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 1  by the court. The court shall assess the costs against the

 2  limited partnership, except that the court may assess costs

 3  against all or some of the limited partners demanding

 4  appraisal, in amounts the court finds equitable, to the extent

 5  the court finds such partners acted arbitrarily, vexatiously,

 6  or not in good faith with respect to the rights provided by

 7  this act.

 8         (2)  The court in an appraisal proceeding may also

 9  assess the fees and expenses of counsel and experts for the

10  respective parties, in amounts the court finds equitable:

11         (a)  Against the limited partnership and in favor of

12  any or all limited partners demanding appraisal if the court

13  finds the limited partnership did not substantially comply

14  with ss. 620.2116 and 620.2118; or

15         (b)  Against either the limited partnership or a

16  limited partner demanding appraisal, in favor of any other

17  party, if the court finds that the party against whom the fees

18  and expenses are assessed acted arbitrarily, vexatiously, or

19  not in good faith with respect to the rights provided by this

20  act.

21         (3)  If the court in an appraisal proceeding finds that

22  the services of counsel for any limited partner were of

23  substantial benefit to other limited partners similarly

24  situated, and that the fees for those services should not be

25  assessed against the limited partnership, the court may award

26  to such counsel reasonable fees to be paid out of the amounts

27  awarded the limited partners who were benefited.

28         (4)  To the extent the limited partnership fails to

29  make a required payment pursuant to s. 620.2120, the limited

30  partner may sue directly for the amount owed and, to the

31  extent successful, shall be entitled to recover from the


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 1  limited partnership all costs and expenses of the suit,

 2  including counsel fees.

 3         620.2124  Limitation on limited partnership payment.--

 4         (1)  No payment shall be made to a limited partner

 5  seeking appraisal rights if, at the time of payment, the

 6  limited partnership is unable to meet the distribution

 7  standards of s. 620.1508. In such event, the limited partner

 8  shall, at the limited partner's option:

 9         (a)  Withdraw the notice of intent to assert appraisal

10  rights, which shall in such event be deemed withdrawn with the

11  consent of the limited partnership; or

12         (b)  Retain the status as a claimant against the

13  limited partnership and, if the limited partnership is

14  liquidated, be subordinated to the rights of creditors of the

15  limited partnership, but have rights superior to the limited

16  partners not asserting appraisal rights, and, if it is not

17  liquidated, retain the right to be paid for the limited

18  partner interests, which right the limited partnership shall

19  be obliged to satisfy when the restrictions of this section do

20  not apply.

21         (2)  The limited partner shall exercise the option

22  under paragraph (1)(a) or paragraph (1)(b) by written notice

23  filed with the limited partnership within 30 days after the

24  limited partnership has given written notice that the payment

25  for the limited partner interests cannot be made because of

26  the restrictions of this section. If the limited partner fails

27  to exercise the option, the limited partner shall be deemed to

28  have withdrawn the notice of intent to assert appraisal

29  rights.

30         620.2125  Application of other laws to provisions

31  governing conversions and mergers.--


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 1         (1)  The provisions of ss. 620.2101-2124 do not

 2  preclude an entity from being converted or merged under other

 3  law.

 4         (2)  The provisions of ss. 620.2101-620.2124 do not

 5  authorize any act prohibited by other applicable law or change

 6  the requirements of any law or rule regulating a specific

 7  organization or industry, such as a not-for-profit

 8  organization, insurance, banking or investment establishment,

 9  or other regulated business or activity.

10         620.2201  Uniformity of application and

11  construction.--In applying and construing this act,

12  consideration must be given to the need to promote uniformity

13  of the law with respect to its subject matter among states

14  that enact it.

15         620.2202  Severability clause.--If any provision of

16  this act or its application to any person or circumstance is

17  held invalid, the invalidity does not affect other provisions

18  or applications of this act which can be given effect without

19  the invalid provision or application, and to this end the

20  provisions of this act are severable.

21         620.2203  Relation to electronic signatures in Global

22  and National Commerce Act.--This act modifies, limits, or

23  supersedes the federal Electronic Signatures in Global and

24  National Commerce Act, 15 U.S.C. ss. 7001 et seq., but this

25  act does not modify, limit, or supersede s. 101(c) of that

26  act, 15 U.S.C. s. 7001(c), or authorize electronic delivery of

27  any of the notices described in s. 103(b) of that act, 15

28  U.S.C. s. 7001(b), except to the extent permitted pursuant to

29  ss. 15.16, 116.34, and 668.50 of such act.

30         620.2204  Application to existing relationships.--

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


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

 2  1, 2006.

 3         (b)  Except as otherwise provided in subsections (3)

 4  and (4), a limited partnership formed before January  1, 2006,

 5  which elects, in the manner provided in its partnership

 6  agreement or by law for amending the partnership agreement, to

 7  be subject to this act.

 8         (2)  Except as otherwise provided in subsection (3), on

 9  and after January 1, 2007, this act governs all limited

10  partnerships.

11         (3)  With respect to a limited partnership formed

12  before January 1, 2006, the following rules apply except as

13  the partners otherwise elect in the manner provided in the

14  partnership agreement or by law for amending the partnership

15  agreement:

16         (a)  The provisions of s. 620.1104(3) do not apply and

17  the limited partnership has whatever duration such limited

18  partnership had under the law applicable immediately before

19  January 1, 2006.

20         (b)  The limited partnership is not required to amend

21  its certificate of limited partnership to comply with s.

22  620.1201(1)(d).

23         (c)  The provisions of ss. 620.1601 and 620.1602 do not

24  apply and a limited partner has the same right and power to

25  dissociate from the limited partnership, with the same

26  consequences, as existed immediately before July 1, 2005.

27         (d)  The provisions of s. 620.603(4) do not apply.

28         (e)  The provisions of s. 620.1603(5) do not apply and

29  a court has the same power to expel a general partner as the

30  court had immediately before January 1, 2006.

31  


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 1         (f)  The provisions of s. 620.1801(3) do not apply and

 2  the connection between a person's dissociation as a general

 3  partner and the dissolution of the limited partnership is the

 4  same as existed immediately before January 1, 2006.

 5         (4)  With respect to a limited partnership that elects

 6  pursuant to paragraph (1)(b) to be subject to this act, after

 7  the election takes effect the provisions of this act relating

 8  to the liability of the limited partnership's general partners

 9  to third parties apply:

10         (a)  Before January 1, 2007, to:

11         1.  A third party that had not done business with the

12  limited partnership in the year before the election took

13  effect.

14         2.  A third party that had done business with the

15  limited partnership in the year before the election took

16  effect only if the third party knows or has received a

17  notification of the election.

18         (b)  On and after January 1, 2007, to all third

19  parties, but those provisions remain inapplicable to any

20  obligation incurred while those provisions were inapplicable

21  under subparagraph (a)2.

22         620.2205 Savings clause.--This act does not affect an

23  action commenced, proceeding brought, or right accrued before

24  this act takes effect.

25         Section 18.  Paragraphs (j) and (k) of subsection (2)

26  of section 620.8103, Florida Statutes, are amended to read:

27         620.8103  Effect of partnership agreement; nonwaivable

28  provisions.--

29         (2)  The partnership agreement may not:

30         (j)  Change the notice provisions contained in s.

31  620.8902(6) or s. 620.8905(6); or


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 1         (j)(k)  Restrict rights of third parties under this

 2  act.

 3         Section 19.  Subsections (5), (6), (7), and (8) of

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

 5         620.8105  Execution, filing, and recording of

 6  partnership registration and other statements.--

 7         (5)  A partnership registration statement or other

 8  statement or a certificate of merger or certificate of

 9  conversion must be delivered to the Department of State for

10  filing, which may be accomplished by electronic filing

11  pursuant to s. 15.16, and must be typewritten or legibly

12  printed in the English language. A registration statement or

13  other statement, or a certificate of merger or certificate of

14  conversion, may specify a delayed effective time and, if so

15  specified, such filing shall become effective at the delayed

16  time and date specified. If a delayed effective date, but no

17  time, is specified, the filing shall become effective at the

18  close of business on the delayed effective date. Unless

19  otherwise permitted by this chapter, a delayed effective date

20  for a document to be filed may not be later than the 90th day

21  after the date on which the document is filed.

22         (6)  A registration statement filed by a partnership

23  must be executed by at least two partners. Other statements

24  must be executed by a partner or other person authorized by

25  this act. The execution of a statement by an individual as, or

26  on behalf of, a partner or other person named as a partner in

27  a filing constitutes an affirmation under the penalties of

28  perjury that the facts stated therein are true.

29         (7)  A partnership may amend or cancel its registration

30  statement, and a person authorized by this act to file a

31  statement of partnership authority, a statement of denial, a


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 1  statement of dissociation, a statement of dissolution, a

 2  certificate statement of merger, a certificate of conversion,

 3  a statement of qualification, or a statement of foreign

 4  qualification may amend or cancel such document statement, by

 5  filing an amendment or cancellation that:

 6         (a)  Identifies the partnership and the statement or

 7  certificate being amended or canceled.; and

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

 9  canceled.

10         (8)  A certified copy of a statement or certificate

11  that has been filed with the Department of State and recorded

12  in the office for recording transfers of real property has the

13  effect provided for recorded statements in this act. A

14  recorded statement that is not a certified copy of a statement

15  or certificate filed with the Department of State does not

16  have the effect provided for recorded statements in this act.

17         Section 20.  Paragraph (n) of subsection (1) of section

18  620.81055, Florida Statutes, is renumbered as paragraph (o),

19  and a new paragraph (n) is added to said subsection, to read:

20         620.81055  Fees for filing documents and issuing

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

22         (1)  The Department of State shall collect the

23  following fees when documents authorized by this act are

24  delivered to the Department of State for filing:

25         (n)  Certificate of conversion: $25.

26         (o)(n)  Any other document required or permitted to be

27  filed by this act: $25.

28         Section 21.  Subsection (2) of section 620.8404,

29  Florida Statutes, is amended to read:

30         620.8404  General standards of partner's conduct.--

31  


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 1         (2)  A partner's duty of loyalty to the partnership and

 2  the other partners is limited to includes, without limitation,

 3  the following:

 4         (a)  To account to the partnership and hold as trustee

 5  for the partnership any property, profit, or benefit derived

 6  by the partner in the conduct and winding up of the

 7  partnership business or derived from a use by the partner of

 8  partnership property, including the appropriation of a

 9  partnership opportunity;

10         (b)  To refrain from dealing with the partnership in

11  the conduct or winding up of the partnership business as or on

12  behalf of a party having an interest adverse to the

13  partnership; and

14         (c)  To refrain from competing with the partnership in

15  the conduct of the partnership business before the dissolution

16  of the partnership.

17         Section 22.  Sections 620.8911, 620.8912, 620.8913,

18  620.8914, 620.8915, 620.8916, 620.8917, 620.8918, 620.8919,

19  620.8920, 620.8921, 620.8922, and 620.8923, Florida Statutes,

20  are created to read:

21         620.8911  Definitions.--As used in this section and ss.

22  620.8912-620.8923:

23         (1)  "Constituent partnership" means a constituent

24  organization that is a partnership governed by this act.

25         (2)  "Constituent organization" means an organization

26  that is party to a merger.

27         (3)  "Converted organization" means the organization

28  into which a converting organization converts pursuant to ss.

29  620.8902-620.8905.

30         (4)  "Converting partnership" means a converting

31  organization that is a partnership governed by this act.


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 1         (5)  "Converting organization" means an organization

 2  that converts into another organization pursuant to s.

 3  620.8912.

 4         (6)  "Governing law" of an organization means the law

 5  that governs the organization's internal affairs.

 6         (7)  "Organization" means a corporation; general

 7  partnership, including a limited liability partnership;

 8  limited partnership, including a limited liability limited

 9  partnership; limited liability company; common law or business

10  trust or association; real estate investment trust; or any

11  other person organized under a governing law or other

12  applicable law, provided such term shall not include an

13  organization that is not organized for profit, unless the

14  not-for-profit organization is the converted organization or

15  the surviving organization in a conversion or a merger

16  governed by this act. The term includes both domestic and

17  foreign organizations.

18         (8)  "Organizational documents" means:

19         1.  For a domestic or foreign general partnership, its

20  partnership agreement.

21         2.  For a limited partnership or foreign limited

22  partnership, its certificate of limited partnership and

23  partnership agreement.

24         3.  For a domestic or foreign limited liability

25  company, its articles of organization and operating agreement,

26  or comparable records as provided in its governing law.

27         4.  For a business trust, its agreement of trust and

28  declaration of trust.

29         5.  For a domestic or foreign corporation for profit,

30  its articles of incorporation, bylaws, and other agreements

31  


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 1  among its shareholders which are authorized by its governing

 2  law, or comparable records as provided in its governing law.

 3         6.  For any other organization, the basic records that

 4  create the organization and determine its internal governance

 5  and the relations among the persons that own it, have an

 6  interest in it, or are members of it.

 7         (9)  "Personal liability" means personal liability for

 8  a debt, liability, or other obligation of an organization

 9  which is imposed on a person that coowns, has an interest in,

10  or is a member of the organization:

11         1.  By the organization's governing law solely by

12  reason of the person's coowning, having an interest in, or

13  being a member of the organization; or

14         2.  By the organization's organizational documents

15  under a provision of the organization's governing law

16  authorizing those documents to make one or more specified

17  persons liable for all or specified debts, liabilities, and

18  other obligations of the organization solely by reason of the

19  person or persons' coowning, having an interest in, or being a

20  member of the organization.

21         (10)  "Record" means information that is inscribed on a

22  tangible medium or that is stored in an electronic or other

23  medium and is retrievable in perceivable form.

24         (11)  "Surviving organization" means an organization

25  into which one or more other organizations are merged. A

26  surviving organization may preexist the merger or be created

27  by the merger.

28         620.8912  Conversion.--

29         (1)  An organization other than a partnership may

30  convert to a partnership, and a partnership may convert to

31  


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 1  another organization pursuant to this section and ss.

 2  620.8913-620.8915 and a plan of conversion, if:

 3         (a)  The other organization's governing law authorizes

 4  the conversion.

 5         (b)  The conversion is permitted by the law of the

 6  jurisdiction that enacted the governing law.

 7         (c)  The other organization complies with its governing

 8  law in effecting the conversion.

 9         (2)  A plan of conversion must be in a record and must

10  include:

11         (a)  The name and form of the organization before

12  conversion.

13         (b)  The name and form of the organization after

14  conversion.

15         (c)  The terms and conditions of the conversion,

16  including the manner and basis for converting interests in the

17  converting organization into any combination of money,

18  interests in the converted organization, and other

19  consideration.

20         (d)  The organizational documents of the converted

21  organization.

22         620.8913  Action on plan of conversion by converting

23  partnership.--

24         (1)  A plan of conversion must be consented to by all

25  of the partners of a converting partnership. The consents

26  required by this subsection must be in, or evidenced by, a

27  record.

28         (2)  Subject to s. 620.8920 and any contractual rights,

29  after a conversion is approved, and at any time before a

30  filing is made under s. 620.8914, a converting partnership may

31  amend the plan or abandon the planned conversion:


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 1         (a)  As provided in the plan.

 2         (b)  Except as prohibited by the plan, by the same

 3  consent as was required to approve the plan.

 4         620.8914  Filings required for conversion; effective

 5  date.--

 6         (1)  After a plan of conversion is approved:

 7         (a)  A converting partnership shall deliver to the

 8  Department of State for filing a statement of registration in

 9  accordance with s. 620.8105, if such statement was not

10  previously filed, and a certificate of conversion, in

11  accordance with s. 620.8105, which must include:

12         1.  A statement that the partnership has been converted

13  into another organization.

14         2.  The name and form of the organization and the

15  jurisdiction of its governing law.

16         3.  The date the conversion is effective under the

17  governing law of the converted organization.

18         4.  A statement that the conversion was approved as

19  required by this act.

20         5.  A statement that the conversion was approved as

21  required by the governing law of the converted organization.

22         6.  If the converted organization is a foreign

23  organization not authorized to transact business in this

24  state, the street and mailing address of an office which the

25  Department of State may use for the purposes of s.

26  620.8915(3).

27         (b)  In the case of a converting organization

28  converting into a partnership to be governed by this act, the

29  converting organization shall deliver to the Department of

30  State for filing:

31  


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 1         1.  A certificate of registration in accordance with s.

 2  620.8105.

 3         2.  A certificate of conversion, in accordance with s.

 4  620.8105, which certificate of conversion must include:

 5         a.  A statement that the partnership was converted from

 6  another organization.

 7         b.  The name and form of the converting organization

 8  and the jurisdiction of its governing law.

 9         c.  A statement that the conversion was approved as

10  required by this act.

11         d.  A statement that the conversion was approved in a

12  manner that complied with the converting organization's

13  governing law.

14         e.  The effective time of the conversion, if other than

15  the time of the filing of the statement of conversion.

16         (2)  A conversion becomes effective:

17         (a)  If the converted organization is a partnership, at

18  the time specified in the plan of conversion or the

19  certificate of conversion, which may be as of or after the

20  time of the filing of the certificate of conversion, and, if

21  the certificate of conversion does not contain such an

22  effective time, the effective time shall be upon the filing of

23  the certificate of conversion with the Department of State,

24  provided, if the certificate has a delayed effective date, the

25  certificate may not be effective any later than the 90th day

26  after the date it was filed and provided further, the

27  effective date shall not be any earlier than the effective

28  date of the statement of registration filed with the

29  Department of State for the partnership in accordance with s.

30  620.8105.

31  


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 1         (b)  If the converted organization is not a

 2  partnership, as provided by the governing law of the converted

 3  organization.

 4         620.8915  Effect of conversion.--

 5         (1)  An organization that has been converted pursuant

 6  to this act is for all purposes the same entity that existed

 7  before the conversion.

 8         (2)  When a conversion takes effect:

 9         (a)  Title to all real estate and other property, or

10  any interest therein, owned by the converting organization at

11  the time of its conversion remains vested in the converted

12  organization without reversion or impairment under this act.

13         (b)  All debts, liabilities, and other obligations of

14  the converting organization continue as obligations of the

15  converted organization.

16         (c)  An action or proceeding pending by or against the

17  converting organization may be continued as if the conversion

18  had not occurred.

19         (d)  Except as prohibited by other law, all of the

20  rights, privileges, immunities, powers, and purposes of the

21  converting organization remain vested in the converted

22  organization.

23         (e)  Except as otherwise provided in the plan of

24  conversion, the terms and conditions of the plan of conversion

25  take effect.

26         (f)  Except as otherwise agreed, the conversion does

27  not dissolve a converting limited partnership for purposes of

28  this act and ss. 620.8801-620.8807 shall not apply.

29         (3)  A converted organization that is a foreign

30  organization consents to the jurisdiction of the courts of

31  this state to enforce any obligation owed by the converting


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 1  partnership, if before the conversion the converting

 2  partnership was subject to suit in this state on the

 3  obligation. A converted organization that is a foreign

 4  organization and not authorized to transact business in this

 5  state shall appoint the Department of State as its agent for

 6  service of process for purposes of enforcing an obligation

 7  under this subsection. Service on the Department of State

 8  under this subsection shall be made in the same manner and

 9  with the same consequences as provided in s. 48.181.

10         (4)  A copy of the certificate of conversion, certified

11  by the Department of State, may be filed in any county of this

12  state in which the converting organization holds an interest

13  in real property.

14         620.8916  Merger.--

15         (1)  A partnership may merge with one or more other

16  constituent organizations pursuant to this section and ss.

17  620.8917-620.8919 and a plan of merger, if:

18         (a)  The governing law of each of the other

19  organizations authorizes the merger.

20         (b)  The merger is permitted by the law of each

21  jurisdiction that enacted those governing laws.

22         (c)  Each of the other organizations complies with its

23  governing law in effecting the merger.

24         (2)  A plan of merger must be in a record and must

25  include:

26         (a)  The name and form of each constituent

27  organization.

28         (b)  The name and form of the surviving organization.

29         (c)  The terms and conditions of the merger, including

30  the manner and basis for converting the interests in each

31  constituent organization into any combination of money,


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 1  interests in the surviving organization, and other

 2  consideration.

 3         (d)  Any amendments to be made by the merger to the

 4  surviving organization's organizational documents.

 5         620.8917  Action on plan of merger by constituent

 6  partnership.--

 7         (1)  A plan of merger must be consented to by all of

 8  the partners of a constituent partnership. The consents

 9  required by this subsection must be in, or evidenced by, a

10  record.

11         (2)  Subject to s. 620.8920 and any contractual rights,

12  after a merger is approved, and at any time before a filing is

13  made under s. 620.8918, a constituent partnership may amend

14  the plan or abandon the planned merger:

15         (a)  As provided in the plan.

16         (b)  Except as prohibited by the plan, with the same

17  consent as was required to approve the plan.

18         620.8918  Filings required for merger; effective

19  date.--

20         (1)  After each constituent organization has approved a

21  merger, a certificate of merger must be signed on behalf of:

22         (a)  Each preexisting constituent partnership, by all

23  of the partners of such partnership.

24         (b)  Each other preexisting constituent organization,

25  by an authorized representative.

26         (2)  The certificate of merger must include:

27         (a)  The name and form of each constituent organization

28  and the jurisdiction of its governing law.

29         (b)  The name and form of the surviving organization,

30  the jurisdiction of its governing law, and, if the surviving

31  


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 1  organization is created by the merger, a statement to that

 2  effect.

 3         (c)  The date the merger is effective under the

 4  governing law of the surviving organization.

 5         (d)  Any amendments provided for in the plan of merger

 6  for the organizational document that created the organization.

 7         (e)  A statement as to each constituent organization

 8  that the merger was approved as required by the organization's

 9  governing law.

10         (f)  If the surviving organization is a foreign

11  organization not authorized to transact business in this

12  state, the street and mailing address of an office which the

13  Department of State may use for the purposes of subsection

14  620.8919(2).

15         (g)  Any additional information required by the

16  governing law of any constituent organization.

17         (3)  Each constituent partnership shall deliver to the

18  Department of State for filing a statement of registration in

19  accordance with s. 620.8105, if such statement was not

20  previously filed, and a certificate of merger in accordance

21  with s. 620.8105.

22         (4)  A merger becomes effective under this act:

23         (a)  If the surviving organization is a partnership, at

24  the time specified in the plan of merger or the certificate of

25  merger, which may be as of or after the time of the filing of

26  the certificate of merger, and, if the certificate of merger

27  does not contain such an effective time, the effective time

28  shall be upon the filing of the statement of merger with the

29  Department of State, provided, if the certificate has a

30  delayed effective date, the certificate may not be effective

31  any later than the 90th day after the date it was filed, and


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 1  provided further, the effective date shall not be any earlier

 2  than the effective date of the statement of registration filed

 3  with the Department of State for the partnership in accordance

 4  with s. 620.8105.

 5         (b)  If the surviving organization is not a

 6  partnership, as provided by the governing law of the surviving

 7  organization.

 8         (5)  A certificate of merger shall act as a

 9  cancellation of any statement of registration for purposes of

10  s. 620.8105 for a partnership that is a party to the merger

11  that is not the surviving organization, which cancellation

12  shall be deemed filed upon the effective date of the merger.

13         620.8919  Effect of merger.--

14         (1)  When a merger becomes effective:

15         (a)  The surviving organization continues.

16         (b)  Each constituent organization that merges into the

17  surviving organization ceases to exist as a separate entity.

18         (c)  Title to all real estate and other property owned

19  by each constituent organization that ceases to exist vests in

20  the surviving organization without reversion or impairment.

21         (d)  All debts, liabilities, and other obligations of

22  each constituent organization that ceases to exist continue as

23  obligations of the surviving organization.

24         (e)  An action or proceeding pending by or against any

25  constituent organization that ceases to exist may be continued

26  as if the merger had not occurred.

27         (f)  Except as prohibited by other law, all of the

28  rights, privileges, immunities, powers, and purposes of each

29  constituent organization that ceases to exist vest in the

30  surviving organization.

31  


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 1         (g)  Except as otherwise provided in the plan of

 2  merger, the terms and conditions of the plan of merger take

 3  effect.

 4         (h)  Except as otherwise agreed, if a constituent

 5  partnership ceases to exist, the merger does not dissolve the

 6  partnership for purposes of this act, and ss.

 7  620.8801-620.8807 shall not apply.

 8         (i)  Any amendments provided for in the certificate of

 9  merger for the organizational document that created the

10  organization become effective.

11         (2)  A surviving organization that is a foreign

12  organization consents to the jurisdiction of the courts of

13  this state to enforce any obligation owed by a constituent

14  organization, if before the merger the constituent

15  organization was subject to suit in this state on the

16  obligation. A surviving organization that is a foreign

17  organization and not authorized to transact business in this

18  state shall appoint the Department of State as its agent for

19  service of process pursuant to the provisions of s. 48.181.

20         (3)  A copy of the certificate of merger, certified by

21  the Department of State, may be filed in any county of this

22  state in which a constituent organization holds an interest in

23  real property.

24         620.8920  Restrictions on approval of conversions and

25  mergers and on relinquishing limited liability partnership

26  status.--

27         (1)  If a partner of a converting or constituent

28  partnership will have personal liability with respect to a

29  converted or surviving organization, approval and amendment of

30  a plan of conversion or merger are ineffective without the

31  consent of the partner, unless:


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 1         (a)  The partnership's partnership agreement provides

 2  for the approval of the conversion or merger with the consent

 3  of fewer than all the partners.

 4         (b)  The partner has consented to the provision of the

 5  partnership agreement.

 6         (2)  An amendment to a statement of qualification of a

 7  limited liability partnership which revokes its status as

 8  such  is ineffective without the consent of each general

 9  partner unless:

10         (a)  The limited liability partnership's partnership

11  agreement provides for the amendment with the consent of less

12  than all its partners.

13         (b)  Each partner that does not consent to the

14  amendment has consented to the provision of the partnership

15  agreement.

16         (3)  A partner does not give the consent required by

17  subsection (1) or subsection (2) merely by consenting to a

18  provision of the partnership agreement which permits the

19  partnership agreement to be amended with the consent of fewer

20  than all the partners.

21         620.8921  Liability of a partner after conversion or

22  merger.--

23         (1)  A conversion or merger under this act does not

24  discharge any liability under ss. 620.8306 and 620.8703 of a

25  person that was a partner in or dissociated as a partner from

26  a converting or constituent partnership, but:

27         (a)  The provisions of this act pertaining to the

28  collection or discharge of the liability continue to apply to

29  the liability.

30  

31  


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 1         (b)  For the purposes of applying those provisions, the

 2  converted or surviving organization is deemed to be the

 3  converting or constituent partnership.

 4         (c)  If a person is required to pay any amount under

 5  this subsection:

 6         1.  The person has a right of contribution from each

 7  other person that was liable as a partner under s. 620.8306

 8  when the obligation was incurred and has not been released

 9  from the obligation under s. 620.8703.

10         2.  Any such rights of contribution and the relative

11  amounts of contribution shall be determined and settled in the

12  same manner as provided in s. 620.8807(3).

13         (2)  In addition to any other liability provided by

14  law:

15         (a)  A person that immediately before a conversion or

16  merger became effective was a partner in a converting or

17  constituent partnership that was not a limited liability

18  partnership is personally liable on a transaction entered into

19  by the converted or surviving organization with a third party

20  after the conversion or merger becomes effective, if, at the

21  time the third party enters into the transaction, the third

22  party:

23         1.  Does not have notice of the conversion or merger.

24         2.  Reasonably believes that:

25         a.  The converted or surviving business is the

26  converting or constituent partnership.

27         b.  The converting or constituent partnership is not a

28  limited liability limited partnership.

29         c.  The person is a partner in the converting or

30  constituent partnership.

31  


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 1         (b)  A person that was dissociated as a partner from a

 2  converting or constituent partnership before the conversion or

 3  merger became effective is personally liable on a transaction

 4  entered into by the converted or surviving organization with a

 5  third party after the conversion or merger becomes effective,

 6  if:

 7         1.  Immediately before the conversion or merger became

 8  effective the converting or surviving partnership was not a

 9  limited liability partnership.

10         2.  At the time the third party enters into the

11  transaction fewer than 2 years have passed since the person

12  dissociated as a partner, and the third party:

13         a.  Does not have notice of the dissociation.

14         b.  Does not have notice of the conversion or merger.

15         c.  Reasonably believes that the converted or surviving

16  organization is the converting or constituent partnership, the

17  converting or constituent limited partnership is not a limited

18  liability partnership, and the person is a partner in the

19  converting or constituent partnership.

20         620.8922  Power of partners and persons dissociated as

21  partners to bind organization after conversion or merger.--

22         (1)  An act of a person who immediately before a

23  conversion or merger became effective was a partner in a

24  converting or constituent partnership binds the converted or

25  surviving organization after the conversion or merger becomes

26  effective, if:

27         (a)  Before the conversion or merger became effective,

28  the act would have bound the converting or constituent limited

29  partnership under s. 620.8301.

30         (b)  At the time the third party enters into the

31  transaction, the third party:


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 1         1.  Does not have notice of the conversion or merger.

 2         2.  Reasonably believes that the converted or surviving

 3  business is the converting or constituent partnership and that

 4  the person is a partner in the converting or constituent

 5  partnership.

 6         (2)  An act of a person that before a conversion or

 7  merger became effective was dissociated as a partner from a

 8  converting or constituent partnership binds the converted or

 9  surviving organization after the conversion or merger becomes

10  effective, if:

11         (a)  Before the conversion or merger became effective,

12  the act would have bound the converting or constituent

13  partnership under s. 620.8301 if the person had been a

14  partner.

15         (b)  At the time the third party enters into the

16  transaction, fewer than 2 years have passed since the person

17  dissociated as a partner, and the third party:

18         1.  Does not have notice of the dissociation.

19         2.  Does not have notice of the conversion or merger.

20         3.  Reasonably believes that the converted or surviving

21  organization is the converting or constituent partnership and

22  that the person is a partner in the converting or constituent

23  partnership.

24         (3)  If a person having knowledge of the conversion or

25  merger causes a converted or surviving organization to incur

26  an obligation under subsection (1) or subsection (2), the

27  person is liable:

28         (a)  To the converted or surviving organization for any

29  damage caused to the organization arising from the obligation.

30  

31  


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 1         (b)  If another person is liable for the obligation, to

 2  that other person for any damage caused to that other person

 3  arising from the liability.

 4         620.8923  Application of other laws to provisions

 5  governing conversions and mergers.--

 6         (1)  The provisions of ss. 620.8911-620.8922 do not

 7  preclude an entity from being converted or merged under other

 8  law.

 9         (2)  The provisions of ss. 620.8911-620.8922 do not

10  authorize any act prohibited by any other applicable law or

11  change the requirements of any law or rule regulating a

12  specific organization or industry, including, but not limited

13  to, a not-for-profit organization, insurance, banking or

14  investment establishment, or other regulated business or

15  activity.

16         Section 23.  Subsection (1) of section 620.9104,

17  Florida Statutes, is amended to read:

18         620.9104  Activities not constituting transacting

19  business.--

20         (1)  Activities of a foreign limited liability

21  partnership which do not constitute transacting business

22  within the meaning of ss. 620.9101-620.9105 include, but are

23  not limited to:

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

25  proceeding.;

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

27  any other activity concerning its internal affairs.;

28         (c)  Maintaining bank accounts in financial

29  institutions.;

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

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


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 1  or maintaining trustees or depositories with respect to those

 2  securities.;

 3         (e)  Selling through independent contractors.;

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

 5  through employees or agents or otherwise, if the orders

 6  require acceptance outside this state before they become

 7  contracts.;

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

 9  security interests in real or personal property.;

10         (h)  Securing or collecting debts or foreclosing

11  mortgages or other security interests in property securing the

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

13  acquired.;

14         (i)  Conducting an isolated transaction that is

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

16  similar transactions of like nature.; and

17         (j)  Transacting business in interstate commerce.

18         (k)  Owning and controlling a subsidiary corporation

19  incorporated in or transacting business within this state or

20  voting the stock of any corporation which it has lawfully

21  acquired.

22         (l)  Owning a limited partnership interest in a limited

23  partnership that is doing business within this state, unless

24  such limited partner manages or controls the partnership or

25  exercises the powers and duties of a general partner.

26         (m)  Owning, without more, real or personal property.

27         Section 24.  Subsections (2) and (7) of section

28  607.11101, Florida Statutes, are amended to read:

29         607.11101  Effect of merger of domestic corporation and

30  other business entity.--When a merger becomes effective:

31  


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 1         (2)  The title to all real estate and other property,

 2  or any interest therein, owned by each domestic corporation

 3  and other business entity that is a party to the merger is

 4  vested in the surviving entity without reversion or

 5  impairment. The surviving entity shall record a certified copy

 6  of the articles of merger in any county in which a merging

 7  entity holds an interest in real property.

 8         (7)  The shares, partnership interests, interests,

 9  obligations, or other securities, and the rights to acquire

10  shares, partnership interests, interests, obligations, or

11  other securities, of each domestic corporation and other

12  business entity that is a party to the merger shall be

13  converted into shares, partnership interests, interests,

14  obligations, or other securities, or rights to such

15  securities, of the surviving entity or any other domestic

16  corporation or other business entity or, in whole or in part,

17  into cash or other property as provided in the plan of merger,

18  and the former holders of shares, partnership interests,

19  interests, obligations, or other securities, or rights to such

20  securities, shall be entitled only to the rights provided in

21  the plan of merger and to their appraisal rights, if any,

22  under ss. 607.1301-607.1333, ss. 608.4351-608.43595, ss.

23  620.2114-620.2124 s. 608.4384, s. 620.205, or other applicable

24  law.

25         Section 25.  Effective January 1, 2006:

26         (1)  Section 607.0129, Florida Statutes, is repealed.

27         (2)  Section 608.4384, Florida Statutes, is repealed.

28         (3)  Section 617.0129, Florida Statutes, is repealed.

29         (4)  Sections 620.101, 620.102, 620.103, 620.105,

30  620.1051, 620.106, 620.107, 620.108, 620.109, 620.112,

31  620.113, 620.114, 620.115, 620.116, 620.117, 620.118, 620.119,


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 1  620.122, 620.123, 620.124, 620.125, 620.126, 620.127, 620.128,

 2  620.129, 620.132, 620.133, 620.134, 620.135, 620.136, 620.137,

 3  620.138, 620.139, 620.142, 620.143, 620.144, 620.145, 620.146,

 4  620.147, 620.148, 620.149, 620.152, 620.153, 620.154, 620.155,

 5  620.156, 620.157, 620.158, 620.159, 620.162, 620.163, 620.164,

 6  620.165, 620.166, 620.167, 620.168, 620.169, 620.172, 620.173,

 7  620.174, 620.175, 620.176, 620.177, 620.178, 620.179, 620.182,

 8  620.1835, 620.184, 620.185, 620.186, 620.187, 620.192,

 9  620.201, 620.202, 620.203, 620.204, and 620.205, Florida

10  Statutes, are repealed.

11         (5)  Sections 620.8901, 620.8902, 620.8903, 620.8904,

12  620.8905, 620.8906, 620.8907, and 620.8908, Florida Statutes,

13  are repealed.

14         Section 26.  Section 817.155, Florida Statutes, is

15  amended to read:

16         817.155  Matters within jurisdiction of Department of

17  State; false, fictitious, or fraudulent acts, statements, and

18  representations prohibited; penalty; statute of

19  limitations.--A person may not, in any matter within the

20  jurisdiction of the Department of State, knowingly and

21  willfully falsify or conceal a material fact, make any false,

22  fictitious, or fraudulent statement or representation, or make

23  or use any false document, knowing the same to contain any

24  false, fictitious, or fraudulent statement or entry.  A person

25  who violates this section is guilty of a felony misdemeanor of

26  the third second degree, punishable as provided in s. 775.082,

27  or s. 775.083, or s.775.084. The statute of limitations for

28  prosecution of an act committed in violation of this section

29  is 5 years from the date the act was committed.

30         Section 27.  Except as otherwise provided herein, this

31  act shall take effect January 1, 2006.


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