HB 0595

CS

CHAMBER ACTION

1	The Economic Development, Trade & Banking Committee recommends
2	the following:
3
4	Council/Committee Substitute
5	Remove the entire bill and insert:
6	A bill to be entitled
7	An act relating to business entities; creating ss.
8	607.1112-607.1115, F.S.; providing definitions,
9	requirements, criteria, and procedures for conversion of a
10	domestic corporation into another business entity;
11	providing for certificates of conversion; providing for
12	effect of conversion; providing definitions, requirements,
13	criteria, and procedures for conversion of another
14	business entity into a domestic corporation; amending ss.
15	607.1302, 608.407, and 608.4225, F.S., to conform;
16	creating ss. 608.4351-608.43595, F.S.; providing for
17	appraisals of interests in certain limited liability
18	companies; providing definitions; providing requirements,
19	criteria, and procedures for appraisals; providing for
20	appraisal rights of company members; providing for
21	assertion of appraisal rights by nominees and beneficial
22	owners; providing for notice of appraisal rights;
23	providing for notice of intent to demand payment;
24	providing for a written appraisal notice and form;
25	providing for perfection of appraisal rights; providing a
26	right to withdraw; providing for a member's acceptance of
27	certain offers; providing procedures for members
28	dissatisfied with company offers; providing for court
29	action to determine fair value of certain demands for
30	payment under certain circumstances; providing for award
31	of court costs and attorney fees; providing limitations on
32	payments by limited liability companies under certain
33	circumstances; amending ss. 608.438, 608.4381, 608.4382,
34	608.4383, and 608.439, F.S., to conform; creating ss.
35	608.4401-608.4404, F.S.; providing definitions,
36	requirements, criteria, and procedures for conversion of a
37	domestic limited liability company into another business
38	entity; requiring a plan of conversion; requiring certain
39	actions on a plan of conversion; providing for
40	certificates of conversion; providing for effects of
41	conversion; amending s. 608.452, F.S., to conform;
42	amending ss. 617.0302 and 617.1107, F.S., to conform;
43	creating ss. 620.1101-620.2205, F.S.; revising the Florida
44	Revised Uniform Limited Partnership Act; providing a
45	popular name; providing definitions; specifying conditions
46	of knowledge and notice; providing for nature, purpose,
47	and duration of limited partnerships; providing powers of
48	limited partnerships; specifying the governing law
49	relating to limited partnerships; providing supplemental
50	principles of law; providing for application of certain
51	rates of interest under certain circumstances; providing
52	for names of limited partnerships; specifying certain fees
53	of the Department of State for certain purposes; providing
54	for effect of partnership agreements; providing for
55	nonwaivable provisions; requiring limited partnerships to
56	maintain certain required information; authorizing certain
57	business transactions of partners with a partnership;
58	providing for dual capacity of certain persons; requiring
59	a designated office, registered office, and registered
60	agent of a limited partnership; providing for change of
61	designated office, registered office, or registered agent;
62	providing for resignation of a registered agent; providing
63	for service of process for certain purposes; providing for
64	consent and proxies of partners; providing for formation
65	of limited partnerships; providing for a certificate of
66	limited partnership; providing for amendment or
67	restatement of a certificate of partnership; providing for
68	a certificate of dissolution; providing for a statement of
69	termination; requiring certain records to be signed;
70	providing for signing and filing of certain records
71	pursuant to court order; providing for delivery to and
72	filing of certain records by the Department of State;
73	providing for effective dates and times of certain records
74	and filings; providing for correcting certain filed
75	records; providing for liability for false information in
76	filed records; providing for a certificate of status;
77	requiring delivery of annual reports to the department;
78	providing conditions for becoming a partner; specifying
79	absence of right or power of a limited partner to bind a
80	limited partnership; providing for approval of certain
81	rights; specifying absence of liability of limited partner
82	for limited partnership obligations; specifying rights of
83	limited partners and former limited partners to certain
84	information; specifying limited duties of limited
85	partners; specifying conditions of liability or lack of
86	liability on the part of certain persons for certain
87	partnership obligations under certain circumstances;
88	specifying conditions for becoming a general partner;
89	specifying a general partner as an agent for the limited
90	partnership; specifying liability of limited partnership
91	for certain actions of general partners; providing for
92	liability of general partners; specifying certain actions
93	by and against limited partnerships and general partners;
94	specifying management rights of general partners;
95	providing certain approval rights of other partners;
96	specifying the right of general partners and former
97	general partners to certain information; providing general
98	standards of conduct for general partners; providing for
99	form of certain contributions by partners; providing for
100	liability for certain contributions; providing for sharing
101	of profits, losses, and distributions; providing for
102	interim distributions; specifying absence of right to
103	receive a distribution upon dissociation; providing for
104	distributions in kind; providing certain rights to
105	distributions; providing limitations on distributions;
106	providing for liability for certain improper
107	distributions; providing for dissociation as limited
108	partner under certain circumstances; providing for effect
109	of dissociation as limited partner; providing for
110	dissociation as general partner; specifying a person's
111	power to dissociate as general under certain
112	circumstances; specifying conditions and liability of
113	wrongful dissociation; providing for effect of
114	dissociation as general partner; providing to a
115	dissociated general partner a power to bind and liability
116	to a partnership before dissolution of the partnership;
117	providing for certain liability of dissociated general
118	partners; providing for a partner's transferable interest;
119	providing for transfers of partner's transferable
120	interest; providing rights of creditors of partners and
121	transferees; providing for powers of estates of deceased
122	partners; providing for nonjudicial dissolution of limited
123	partnerships; providing for judicial dissolutions;
124	providing for winding up activities of a limited
125	partnership; providing for a power of a general partner
126	and dissociated general partners to bind a partnership
127	after dissolution; providing for liability of certain
128	persons to the partnership after dissolution; providing
129	for disposition of known claims against dissolved limited
130	partnerships; providing for filing certain unknown claims
131	against dissolved limited partnerships; providing for
132	liability of certain persons for certain barred claims
133	against a limited partnership; providing for
134	administrative dissolution; providing for reinstatement
135	after administrative dissolution; providing for appeals
136	from reinstatement denials; providing for revocation of
137	dissolution; providing for disposition of assets upon
138	winding up of activities of a limited partnership;
139	specifying when contributions are required; specifying the
140	governing law relating to foreign limited partnerships;
141	providing for applications for certificates of authority
142	for foreign limited partnerships; specifying certain
143	activities as not constituting transacting business by a
144	foreign limited partnership; providing for filing a
145	certificate of authority for foreign limited partnerships
146	to transact business; prohibiting a foreign limited
147	partnership from obtaining a certificate of authority for
148	a noncomplying name; providing for revocation of a
149	certificate of authority for foreign limited partnerships;
150	providing for cancellation of a certificate of authority
151	for a foreign limited partnership; providing for effect of
152	failure to have a certificate; authorizing the Attorney
153	General to bring actions to restrain foreign limited
154	partnerships from transacting business under certain
155	circumstances; providing for reinstatement after
156	administrative revocation; providing for amending a
157	certificate of authority; providing for direct actions by
158	a partner against a limited partnership or another partner
159	under certain circumstances; authorizing partners to
160	maintain derivative actions for certain purposes;
161	specifying proper plaintiff in derivative actions;
162	specifying contents of certain pleadings; specifying
163	distribution of proceeds in derivative actions; providing
164	for court award of expenses and attorney fees under
165	certain circumstances; providing definitions; providing
166	for conversion of an organization to a limited partnership
167	or a limited partnership to another organization;
168	requiring a plan of conversion; specifying certain actions
169	on a plan of conversion; requiring a certificate of
170	conversion; specifying certain required filings with the
171	Department of State for a conversion; providing for effect
172	of conversion; providing for a merger of a limited
173	partnership with certain organizations; requiring a plan
174	of merger; specifying certain actions on a plan of merger;
175	requiring a certificate of merger; specifying certain
176	required filings for a merger; providing for effect of
177	merger; providing restrictions on approval of conversions
178	and mergers; providing for liability of a general partner
179	after conversion or merger; providing for power of certain
180	persons to bind an organization after conversion or
181	merger; providing for appraisals of interests in certain
182	limited partnerships; providing definitions; providing for
183	appraisal rights of limited partners; providing for
184	assertion of appraisal rights by nominees and beneficial
185	owners; providing for notice of appraisal rights;
186	providing for notice of intent to demand payment;
187	providing for a written appraisal notice and form;
188	providing for perfection of appraisal rights; providing a
189	right to withdraw; providing for a limited partner's
190	acceptance of certain offers; providing procedures for
191	limited partners dissatisfied with limited partnership
192	offers; providing for court action to determine fair value
193	of certain demands for payment under certain
194	circumstances; providing for award of court costs and
195	attorney fees; providing limitations on payments by
196	limited partnerships under certain circumstances;
197	providing for application of laws to provisions governing
198	conversions and mergers; providing for uniformity of
199	application and construction; providing severability;
200	providing for application to the Electronic Signatures in
201	Global and National Commerce Act; providing for
202	application to existing business entities; amending ss.
203	620.8103 and 620.8404, F.S., to conform; amending s.
204	620.8105, F.S.; providing requirements for partnership
205	registration statements, certificates of merger or
206	conversion, and amended partnership registrations and
207	certificates of merger or conversion; amending s.
208	620.81055, F.S.; providing a fee for a certificate of
209	conversion; creating ss. 620.8911-620.8923, F.S.;
210	providing definitions; providing for conversion of certain
211	organizations to a partnership or a partnership to another
212	organization; providing requirements, criteria, and
213	procedures for conversions; requiring a plan of
214	conversion; requiring certain actions by a converting
215	partnership on a plan of conversion; specifying certain
216	required filings with the Department of State for a
217	conversion; providing for effect of conversion; providing
218	for a merger of a partnership with certain organizations;
219	providing requirements, criteria, and procedures for
220	mergers; requiring a plan of merger; specifying certain
221	actions by a constituent partnership on a plan of merger;
222	specifying certain requiring filings with the Department
223	of State for a merger; providing for effect of merger;
224	providing restrictions on approval of conversions and
225	mergers; providing for liability of partners after
226	conversion or merger; providing for power of certain
227	persons to bind an organization after conversion or
228	merger; providing construction relating to application of
229	other laws to conversions and mergers; amending s.
230	620.9104, F.S.; specifying additional activities not
231	constituting transacting business; repealing s. 608.4384,
232	F.S., relating to rights of members of limited liability
233	companies dissenting to a merger; repealing ss. 620.101,
234	620.102, 620.103, 620.105, 620.1051, 620.106, 620.107,
235	620.108, 620.109, 620.112, 620.113, 620.114, 620.115,
236	620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
237	620.124, 620.125, 620.126, 620.127, 620.128, 620.129,
238	620.132, 620.133, 620.134, 620.135, 620.136, 620.137,
239	620.138, 620.139, 620.142, 620.143, 620.144, 620.145,
240	620.146, 620.147, 620.148, 620.149, 620.152, 620.153,
241	620.154, 620.155, 620.156, 620.157, 620.158, 620.159,
242	620.162, 620.163, 620.164, 620.165, 620.166, 620.167,
243	620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
244	620.176, 620.177, 620.178, 620.179, 620.182, 620.1835,
245	620.184, 620.185, 620.186, 620.187, 620.192, 620.201,
246	620.202, 620.203, 620.204, and 620.205, F.S., relating to
247	the Florida Revised Uniform Limited Partnership Act(1986);
248	repealing ss. 620.8901, 620.8902, 620.8903, 620.8904,
249	620.8905, 620.8906, 620.8907, and 620.8908, F.S., relating
250	to conversions of partnerships and limited partnerships
251	under the Revised Uniform Partnership Act of 1995;
252	providing effective dates.
253
254	Be It Enacted by the Legislature of the State of Florida:
255
256	Section 1.  Sections 607.1112, 607.1113, 607.1114, and
257	607.1115, Florida Statutes, are created to read:
258	607.1112  Conversion of domestic corporation into another
259	business entity.--
260	(1)  As used in this section and ss. 607.1113 and 607.1114,
261	the term "another business entity" or "other business entity"
262	means a limited liability company; a common law or business
263	trust or association; a real estate investment trust; a general
264	partnership, including a limited liability partnership; a
265	limited partnership, including a limited liability limited
266	partnership; or any other domestic or foreign entity that is
267	organized under a governing law or other applicable law,
268	provided such term shall not include a corporation and shall not
269	include any entity that has not been organized for profit.
270	(2)  Pursuant to a plan of conversion complying with and
271	approved in accordance with this section, a domestic corporation
272	may convert to another business entity organized under the laws
273	of this state or any other state, the United States, a foreign
274	country, or other foreign jurisdiction, if:
275	(a)  The domestic corporation converting to the other
276	business entity complies with the applicable provisions of this
277	chapter.
278	(b)  The conversion is permitted by the laws of the
279	jurisdiction that enacted the applicable laws under which the
280	other business entity is governed and the other business entity
281	complies with such laws in effecting the conversion.
282	(3)  The plan of conversion shall set forth:
283	(a)  The name of the domestic corporation and the name and
284	jurisdiction of organization of the other business entity to
285	which the domestic corporation is to be converted.
286	(b)  The terms and conditions of the conversion, including
287	the manner and basis of converting the shares, obligations, or
288	other securities, or rights to acquire shares, obligations, or
289	other securities, of the domestic corporation into the
290	partnership interests, limited liability company interests,
291	obligations, or other securities of the other business entity,
292	including any rights to acquire any such interests, obligations,
293	or other securities, or, in whole or in part, into cash or other
294	consideration.
295	(c)  All statements required to be set forth in the plan of
296	conversion by the laws under which the other business entity is
297	governed.
298	(4)  The plan of conversion shall include, or have attached
299	to it, the articles, certificate, registration, or other
300	organizational document by which the other business entity has
301	been or will be organized under its governing laws.
302	(5)  The plan of conversion may also set forth any other
303	provisions relating to the conversion.
304	(6)  The plan of conversion shall be adopted and approved
305	by the board of directors and shareholders of a domestic
306	corporation in the same manner as a merger of a domestic
307	corporation under s. 607.1103. Notwithstanding such requirement,
308	if the other business entity is a partnership or limited
309	partnership, no shareholder of the converting domestic
310	corporation shall, as a result of the conversion, become a
311	general partner of the partnership or limited partnership,
312	unless such shareholder specifically consents in writing to
313	becoming a general partner of such partnership or limited
314	partnership and, unless such written consent is obtained from
315	each such shareholder, such conversion shall not become
316	effective under s. 607.1114. Any shareholder providing such
317	consent in writing shall be deemed to have voted in favor of the
318	plan of conversion pursuant to which the shareholder became a
319	general partner.
320	(7)  Section 607.1103 and ss. 607.1301-607.1333 shall,
321	insofar as they are applicable, apply to a conversion of a
322	domestic corporation into another business entity in accordance
323	with this chapter.
324	607.1113  Certificate of conversion.--
325	(1)  After a plan of conversion is approved by the board of
326	directors and shareholders of a converting domestic corporation,
327	such corporation shall deliver to the Department of State for
328	filing a certificate of conversion which shall be executed by
329	the domestic corporation as required by s. 607.0120 and shall
330	set forth:
331	(a)  A statement that the domestic corporation has been
332	converted into another business entity in compliance with this
333	chapter and that the conversion complies with the applicable
334	laws governing the other business entity.
335	(b)  A statement that the plan of conversion was approved
336	by the converting domestic corporation in accordance with this
337	chapter and, if applicable, a statement that the written consent
338	of each shareholder of such domestic corporation who, as a
339	result of the conversion, becomes a general partner of the
340	surviving entity has been obtained pursuant to s. 607.1112(6).
341	(c)  The effective date of the conversion, which, subject
342	to the limitations in s. 607.0123(2), may be on or after the
343	date of filing the certificate of conversion but shall not be
344	different than the effective date of the conversion under the
345	laws governing the other business entity into which the domestic
346	corporation has been converted.
347	(d)  The address, including street and number, if any, of
348	the principal office of the other business entity under the laws
349	of the state, country, or jurisdiction in which such other
350	business entity was organized.
351	(e)  If the other business entity is a foreign entity and
352	is not authorized to transact business in this state, a
353	statement that the other business entity appoints the Secretary
354	of State as its agent for service of process in a proceeding to
355	enforce obligations of the converting domestic corporation,
356	including any appraisal rights of shareholders of the converting
357	domestic corporation under ss. 607.1301-607.1333 and the street
358	and mailing address of an office which the Department of State
359	may use for purposes of s. 607.1114(4).
360	(f)  A statement that the other business entity has agreed
361	to pay any shareholders having appraisal rights the amount to
362	which they are entitled under ss. 607.1301-607.1333.
363	(2)  A copy of the certificate of conversion, certified by
364	the Department of State, may be filed in the official records of
365	any county in this state in which the converting domestic
366	corporation holds an interest in real property.
367	607.1114  Effect of conversion of domestic corporation into
368	another business entity.--When a conversion becomes effective:
369	(1)  A domestic corporation that has been converted into
370	another business entity pursuant to this chapter is for all
371	purposes the same entity that existed before the conversion.
372	(2)  The title to all real property and other property, or
373	any interest therein, owned by the domestic corporation at the
374	time of its conversion into the other business entity remains
375	vested in the converted entity without reversion or impairment
376	by operation of this chapter.
377	(3)  The other business entity into which the domestic
378	corporation was converted shall continue to be responsible and
379	liable for all the liabilities and obligations of the converting
380	domestic corporation, including liability to any shareholders
381	having appraisal rights under ss. 607.1301-607.1333 with respect
382	to such conversion.
383	(4)  Any claim existing or action or proceeding pending by
384	or against any domestic corporation that is converted into
385	another business entity may be continued as if the conversion
386	did not occur. If the converted entity is a foreign entity, it
387	shall be deemed to have consented to the jurisdiction of the
388	courts of this state to enforce any obligation of the converting
389	domestic corporation if, before the conversion, the converting
390	domestic corporation was subject to suit in this state on the
391	obligation. A converted entity that is a foreign entity and not
392	authorized to transact business in this state shall appoint the
393	Department of State as its agent for service of process for
394	purposes of enforcing an obligation under this subsection,
395	including any appraisal rights of shareholders under ss.
396	607.1301-607.1333 to the extent applicable to the conversion.
397	Service on the Department of State under this subsection shall
398	be made in the same manner and with the same consequences as
399	under s. 48.141.
400	(5)  Neither the rights of creditors nor any liens upon the
401	property of a domestic corporation that is converted into
402	another business entity under this chapter shall be impaired by
403	such conversion.
404	(6)  The shares, obligations, and other securities, or
405	rights to acquire shares, obligations, or other securities, of
406	the domestic corporation shall be converted into the partnership
407	interests, limited liability company interests, obligations, or
408	other securities of the other business entity, including any
409	rights to acquire any such interests, obligations, or other
410	securities, or, in whole or in part, into cash, or other
411	consideration, as provided in the plan of conversion. The former
412	shareholders of the converting domestic corporation shall be
413	entitled only to the rights provided in the plan of conversion
414	and to their appraisal rights, if any, under ss. 607.1301-
415	607.1333 or other applicable law.
416	607.1115  Conversion of another business entity to a
417	domestic corporation.--
418	(1)  As used in this section, the term "other business
419	entity" means a limited liability company; a common law or
420	business trust or association; a real estate investment trust; a
421	general partnership, including a limited liability partnership;
422	a limited partnership, including a limited liability limited
423	partnership; or any other domestic or foreign entity that is
424	organized under a governing law or other applicable law,
425	provided such term shall not include a corporation and shall not
426	include any entity that has not been organized for profit.
427	(2)  Any other business entity may convert to a domestic
428	corporation if the conversion is permitted by the laws of the
429	jurisdiction that enacted the applicable laws governing the
430	other business entity and the other business entity complies
431	with such laws and the requirements of this section in effecting
432	the conversion. The other business entity shall file with the
433	Department of State in accordance with s. 607.0120:
434	(a)  A certificate of conversion that has been executed in
435	accordance with s. 607.0120.
436	(b)  Articles of incorporation that comply with s. 607.0202
437	and have been executed in accordance with s. 607.0120.
438	(3)  The certificate of conversion shall state:
439	(a)  The date on which, and the jurisdiction in which, the
440	other business entity was first organized and, if the entity has
441	changed, its jurisdiction immediately prior to its conversion.
442	(b)  The name of the other business entity immediately
443	prior to the filing of the certificate of conversion to a
444	corporation.
445	(c)  The name of the corporation as set forth in its
446	articles of incorporation filed in accordance with subsection
447	(2).
448	(d)  The delayed effective date or time, which, subject to
449	the limitations in s. 607.0123(2),  shall be a date or time
450	certain, of the conversion if the conversion is not to be
451	effective upon the filing of the certificate of conversion and
452	the articles of incorporation, provided such delayed effective
453	date may not be different than the effective date and time of
454	the articles of incorporation.
455	(4)  Upon the filing with the Department of State of the
456	certificate of conversion and the articles of incorporation, or
457	upon the delayed effective date or time of the certificate of
458	conversion and the articles of incorporation, the other business
459	entity shall be converted into a domestic corporation and the
460	corporation shall thereafter be subject to all of the provisions
461	of this chapter, except notwithstanding s. 607.0123, the
462	existence of the corporation shall be deemed to have commenced
463	when the other business entity commenced its existence in the
464	jurisdiction in which the other business entity was first
465	organized.
466	(5)  The conversion of any other business entity into a
467	domestic corporation shall not affect any obligations or
468	liabilities of the other business entity incurred prior to its
469	conversion to a domestic corporation or the personal liability
470	of any person incurred prior to such conversion.
471	(6)  When any conversion becomes effective under this
472	section, for all purposes of the laws of this state, all of the
473	rights, privileges, and powers of the other business entity that
474	has been converted, and all property, real, personal, and mixed,
475	and all debts due to such other business entity, as well as all
476	other things and causes of action belonging to such other
477	business entity, shall be vested in the domestic corporation
478	into which it was converted and shall thereafter be the property
479	of the domestic corporation as they were of the other business
480	entity. Without limiting this provision, title to any real
481	property, or any interest therein, vested by deed or otherwise
482	in such other business entity at the time of conversion shall
483	remain vested in the converted entity without reversion or
484	impairment by operation of this chapter. All rights of creditors
485	and all liens upon any property of such other business entity
486	shall be preserved unimpaired, and all debts, liabilities, and
487	duties of such other business entity shall thenceforth attach to
488	the domestic corporation into which it was converted and may be
489	enforced against the domestic corporation to the same extent as
490	if said debts, liabilities, and duties had been incurred or
491	contracted by the domestic corporation.
492	(7)  Unless otherwise agreed, or as required under
493	applicable laws of states other than this state, the converting
494	entity shall not be required to wind up its affairs or pay its
495	liabilities and distribute its assets and the conversion shall
496	not constitute a dissolution of such entity and shall constitute
497	a continuation of the existence of the converting entity in the
498	form of a domestic corporation.
499	(8)  Prior to filing a certificate of conversion with the
500	Department of State, the conversion shall be approved in the
501	manner provided for by the document, instrument, agreement, or
502	other writing, as the case may be, governing the internal
503	affairs of the other business entity or by other applicable law,
504	as appropriate, and the articles of incorporation and bylaws of
505	the corporation shall be approved by the same authorization
506	required to approve the conversion. As part of such an approval,
507	a plan of conversion or other record may describe the manner and
508	basis of converting the partnership interests, limited liability
509	company interests, obligations, or securities of, or other
510	interests or rights in, the other business entity, including any
511	rights to acquire any such interests, obligations, securities,
512	or other rights, into shares of the domestic corporation, or
513	rights to acquire shares, obligations, securities, or other
514	rights, or, in whole or in part, into cash or other
515	consideration. Such a plan or other record may also contain
516	other provisions relating to the conversion, including without
517	limitation the right of the other business entity to abandon a
518	proposed conversion, or an effective date for the conversion
519	that is not inconsistent with paragraph (2)(d).
520	Section 2.  Paragraph (a) of subsection (1) of section
521	607.1302, Florida Statutes, is amended to read:
522	607.1302  Right of shareholders to appraisal.--
523	(1)  A shareholder of a domestic corporation is entitled to
524	appraisal rights, and to obtain payment of the fair value of
525	that shareholder's shares, in the event of any of the following
526	corporate actions:
527	(a)  Consummation of a conversion of such corporation
528	pursuant to s. 607.1112 if shareholder approval is required for
529	the conversion and the shareholder is entitled to vote on the
530	conversion under ss. 607.1103 and 607.1112(6), or the
531	consummation of a merger to which such the corporation is a
532	party if shareholder approval is required for the merger under
533	by s. 607.1103 and the shareholder is entitled to vote on the
534	merger or if such the corporation is a subsidiary and the merger
535	is governed by s. 607.1104;
536	Section 3.  Subsections (1) and (5) of section 608.407,
537	Florida Statutes, are amended, and subsection (6) is added to
538	said section, to read:
539	608.407  Articles of organization.--
540	(1)  In order to form a limited liability company, articles
541	of organization of a limited liability company shall be executed
542	and filed with the Department of State by one or more members or
543	authorized representatives of the limited liability company. The
544	articles of organization shall set forth:
545	(a)  The name of the limited liability company.
546	(b)  The mailing address and the street address of the
547	principal office of the limited liability company.
548	(c)  The name and street address of its initial registered
549	agent for service of process in the state. The articles of
550	organization shall include or be accompanied by the written
551	statement required by s. 608.415.
552	(d)  Any other matters that the members elect to include in
553	the articles of organization.
554	(5)  The fact that articles of organization are on file
555	with the Department of State is notice that the entity formed in
556	connection with the filing of the articles of organization is a
557	limited liability company formed under the laws of this state
558	and is notice of all other facts set forth in the articles of
559	organization. If the articles of organization contain any
560	information described in subsections (4) and (6), the articles
561	of organization shall be deemed notice of that information as
562	well, provided, if such information has been added or changed by
563	an amendment or restatement of the articles of organization, the
564	articles of organization shall not be deemed notice of such fact
565	until 90 days after the effective date of such amendment or
566	restatement.
567	(6)  The articles of organization may also, but need not,
568	identify one or more persons authorized to serve as a manager or
569	managing member and may describe any limitations upon the
570	authority of a manager or managing member, provided a provision
571	in the articles of organization limiting the authority of a
572	manager or managing member to transfer real property held in the
573	name of the limited liability company is not notice of the
574	limitation, to a person who is not a member or manager of the
575	limited liability company, unless the limitation appears in an
576	affidavit, certificate, or other instrument that bears the name
577	of the limited liability company and is recorded in the office
578	for recording transfers of such real property.
579	Section 4.  Paragraph (a) of subsection (1) of section
580	608.4225, Florida Statutes, is amended to read:
581	608.4225  General standards for managers and managing
582	members.--
583	(1)  Subject to ss. 608.4226 and 608.423, each manager and
584	managing member shall owe a duty of loyalty and a duty of care
585	to the limited liability company and all of the members of the
586	limited liability company.
587	(a)  Subject to s. 608.4226, the duty of loyalty is limited
588	to includes, without limitation:
589	1.  Accounting to the limited liability company and holding
590	as trustee for the limited liability company any property,
591	profit, or benefit derived by such manager or managing member in
592	the conduct or winding up of the limited liability company
593	business or derived from a use by such manager or managing
594	member of limited liability company property, including the
595	appropriation of a limited liability company opportunity.
596	2.  Refraining from dealing with the limited liability
597	company in the conduct or winding up of the limited liability
598	company business as or on behalf of a party having an interest
599	adverse to the limited liability company.
600	3.  Refraining from competing with the limited liability
601	company in the conduct of the limited liability company business
602	before the dissolution of the limited liability company.
603	Section 5.  Sections 608.4351, 608.4352, 608.4353,
604	608.4354, 608.4355, 608.4356, 608.4357, 608.43575, 608.4358,
605	608.43585, 608.4359, and 608.43595, Florida Statutes, are
606	created to read:
607	608.4351  Appraisal rights; definitions.--The following
608	definitions apply to this section and ss. 608.4352-608.43595:
609	(1)  "Affiliate" means a person that directly or
610	indirectly, through one or more intermediaries, controls, is
611	controlled by, or is under common control with another person.
612	For purposes of s. 608.4352(2)(d), a person is deemed to be an
613	affiliate of its senior executives.
614	(2)  "Appraisal event" means an event described in s.
615	608.4352(1).
616	(3)  "Beneficial member" means a person who is the
617	beneficial owner of a membership interest held in a voting trust
618	or by a nominee on the beneficial owner's behalf.
619	(4)  "Converted entity" means the other business entity
620	into which a domestic limited liability company converts
621	pursuant to ss. 608.4401-608.4404.
622	(5)  "Fair value" means the value of the member's
623	membership interests determined:
624	(a)  Immediately before the effectuation of the appraisal
625	event to which the member objects.
626	(b)  Using customary and current valuation concepts and
627	techniques generally employed for similar businesses in the
628	context of the transaction requiring appraisal, excluding any
629	appreciation or depreciation in anticipation of the transaction
630	to which the member objects unless exclusion would be
631	inequitable to the limited liability company and its remaining
632	members.
633	(6)  "Interest" means interest from the effective date of
634	the appraisal event to which the member objects until the date
635	of payment, at the rate of interest determined for judgments in
636	accordance with s. 55.03, determined as of the effective date of
637	the appraisal event.
638	(7)  "Limited liability company" means the domestic limited
639	liability company that issued the membership interest held by a
640	member demanding appraisal, and for matters covered in ss.
641	608.4352-608.43595, includes the converted entity in a
642	conversion or the surviving entity in a merger.
643	(8)  "Record member" means each person who is identified as
644	a member in the current list of members maintained in accordance
645	with s. 608.4101 by the limited liability company, or to the
646	extent the limited liability company has failed to maintain a
647	current list, each person that is the rightful owner of a
648	membership interest in the limited liability company. An
649	assignee of a membership interest is not a record member.
650	(9)  "Senior executive" means a manager or managing member
651	or the chief executive officer, chief operating officer, chief
652	financial officer, or anyone in charge of a principal business
653	unit or function of a limited liability company or of a manager
654	or managing member of the limited liability company.
655	(10)  "Member" means a record member or a beneficial
656	member.
657	(11)  "Membership interest" has the same meaning set forth
658	in s. 608.402, except, if the appraisal rights of a member under
659	s. 608.4352 pertain to only a certain class or series of a
660	membership interest, the term "membership interest" means only
661	the membership interest pertaining to such class or series.
662	(12)  "Surviving entity " means the other business entity
663	into which a domestic limited liability company is merged
664	pursuant to ss. 608.438-608.4383.
665	608.4352  Right of members to appraisal.--
666	(1)  A member of a domestic limited liability company is
667	entitled to appraisal rights, and to obtain payment of the fair
668	value of that member's membership interest, in the following
669	events:
670	(a)  Consummation of a merger of such limited liability
671	company pursuant to this act and the member possessed the right
672	to vote upon the merger; or
673	(b)  Consummation of a conversion of such limited liability
674	company pursuant to this act and the member possessed the right
675	to vote upon the conversion.
676	(2)  Notwithstanding subsection (1), the availability of
677	appraisal rights shall be limited in accordance with the
678	following provisions:
679	(a)  Appraisal rights shall not be available for membership
680	interests which are:
681	1.  Listed on the New York Stock Exchange or the American
682	Stock Exchange or designated as a national market system
683	security on an interdealer quotation system by the National
684	Association of Securities Dealers, Inc.; or
685	2.  Not listed or designated as provided in subparagraph 1.
686	but are issued by a limited liability company that has at least
687	500 members and all membership interests of the limited
688	liability company, including membership interests that are
689	limited to a right to receive distributions, have a market value
690	of at least $10 million, exclusive of the value of any such
691	interests held by its managing members, managers, and other
692	senior executives owning more than 10 percent of the rights to
693	receive distributions from the limited liability company.
694	(b)  The applicability of paragraph (a) shall be determined
695	as of the date fixed to determine the members entitled to
696	receive notice of, and to vote upon, the appraisal event.
697	(c)  Paragraph (a) shall not apply, and appraisal rights
698	shall be available pursuant to subsection (1), for any members
699	who are required by the appraisal event to accept for their
700	membership interests anything other than cash or a proprietary
701	interest of an entity that satisfies the standards set forth in
702	paragraph (a) at the time the appraisal event becomes effective.
703	(d)  Paragraph (a) shall not apply, and appraisal rights
704	shall be available pursuant to subsection (1), for the holders
705	of a membership interest if:
706	1.  Any of the members' interests in the limited liability
707	company or the limited liability company's assets are being
708	acquired or converted, whether by merger, conversion, or
709	otherwise, pursuant to the appraisal event by a person, or by an
710	affiliate of a person, who:
711	a.  Is, or at any time in the 1-year period immediately
712	preceding approval of the appraisal event was, the beneficial
713	owner of 20 percent or more of those interests in the limited
714	liability company entitled to vote on the appraisal event,
715	excluding any such interests acquired pursuant to an offer for
716	all interests having such voting rights if such offer was made
717	within 1 year prior to the appraisal event for consideration of
718	the same kind and of a value equal to or less than that paid in
719	connection with the appraisal event; or
720	b.  Directly or indirectly has, or at any time in the 1-
721	year period immediately preceding approval of the appraisal
722	event had, the power, contractually or otherwise, to cause the
723	appointment or election of any senior executives; or
724	2.  Any of the members' interests in the limited liability
725	company or the limited liability company's assets are being
726	acquired or converted, whether by merger, conversion, or
727	otherwise, pursuant to the appraisal event by a person, or by an
728	affiliate of a person, who is, or at any time in the 1-year
729	period immediately preceding approval of the appraisal event
730	was, a senior executive of the limited liability company or a
731	senior executive of any affiliate of the limited liability
732	company, and that senior executive will receive, as a result of
733	the limited liability company action, a financial benefit not
734	generally available to members, other than:
735	a.  Employment, consulting, retirement, or similar benefits
736	established separately and not as part of or in contemplation of
737	the appraisal event;
738	b.  Employment, consulting, retirement, or similar benefits
739	established in contemplation of, or as part of, the appraisal
740	event that are not more favorable than those existing before the
741	appraisal event or, if more favorable, that have been approved
742	by the limited liability company; or
743	c.  In the case of a managing member or manager of the
744	limited liability company who will, during or as the result of
745	the appraisal event, become a managing member, manager, general
746	partner, or director of the surviving or converted entity or one
747	of its affiliates, those rights and benefits as a managing
748	member, manager, general partner, or director that are provided
749	on the same basis as those afforded by the surviving or
750	converted entity generally to other managing members, managers,
751	general partners, or directors of the surviving or converted
752	entity or its affiliate.
753	(e)  For the purposes of subparagraph (d)1.a. only, the
754	term "beneficial owner" means any person who, directly or
755	indirectly, through any contract, arrangement, or understanding,
756	other than a revocable proxy, has or shares the right to vote,
757	or to direct the voting of, an interest in a limited liability
758	company with respect to approval of the appraisal event,
759	provided a member of a national securities exchange shall not be
760	deemed to be a beneficial owner of an interest in a limited
761	liability company held directly or indirectly by it on behalf of
762	another person solely because such member is the recordholder of
763	interests in the limited liability company if the member is
764	precluded by the rules of such exchange from voting without
765	instruction on contested matters or matters that may affect
766	substantially the rights or privileges of the holders of the
767	interests in the limited liability company to be voted. When two
768	or more persons agree to act together for the purpose of voting
769	such interests, each member of the group formed thereby shall be
770	deemed to have acquired beneficial ownership, as of the date of
771	such agreement, of all voting interests in the limited liability
772	company beneficially owned by any member of the group.
773	(3)  A member entitled to appraisal rights under this
774	section and ss. 608.4353-608.43595 may not challenge a completed
775	appraisal event unless the appraisal event:
776	(a)  Was not effectuated in accordance with the applicable
777	provisions of this section and ss. 608.4353-608.43595, or the
778	limited liability company's articles of organization or
779	operating agreement; or
780	(b)  Was procured as a result of fraud or material
781	misrepresentation.
782	(4)  A limited liability company may modify, restrict, or
783	eliminate the appraisal rights provided in this section and ss.
784	608.4353-608.43595 in its operating agreement.
785	608.4353  Assertion of rights by nominees and beneficial
786	owners.--
787	(1)  A record member may assert appraisal rights as to
788	fewer than all the membership interests registered in the record
789	member's name that are owned by a beneficial member only if the
790	record member objects with respect to all membership interests
791	of the class or series owned by that beneficial member and
792	notifies the limited liability company in writing of the name
793	and address of each beneficial member on whose behalf appraisal
794	rights are being asserted. The rights of a record member who
795	asserts appraisal rights for only part of the membership
796	interests of the class or series held of record in the record
797	member's name under this subsection shall be determined as if
798	the membership interests to which the record member objects and
799	the record member's other membership interests were registered
800	in the names of different record members.
801	(2)  A beneficial member may assert appraisal rights as to
802	a membership interest held on behalf of the member only if such
803	beneficial member:
804	(a)  Submits to the limited liability company the record
805	member's written consent to the assertion of such rights no
806	later than the date referred to in s. 608.4356(2)(b)2.
807	(b)  Does so with respect to all membership interests of
808	the class or series that are beneficially owned by the
809	beneficial member.
810	608.4354  Notice of appraisal rights.--
811	(1)  If a proposed appraisal event is to be submitted to a
812	vote at a members' meeting, the meeting notice must state that
813	the limited liability company has concluded that members are,
814	are not, or may be entitled to assert appraisal rights under
815	this act.
816	(2)  If the limited liability company concludes that
817	appraisal rights are or may be available, a copy of ss.
818	608.4351-608.43595 must accompany the meeting notice sent to
819	those record members entitled to exercise appraisal rights.
820	(3)  If the appraisal event is to be approved other than by
821	a members' meeting, the notice referred to in subsection (1)
822	must be sent to all members at the time that consents are first
823	solicited, whether or not consents are solicited from all
824	members, and include the materials described in s. 608.4356.
825	608.4355  Notice of intent to demand payment.--
826	(1)  If a proposed appraisal event is submitted to a vote
827	at a members' meeting, or is submitted to a member pursuant to a
828	consent vote, a member who is entitled to and who wishes to
829	assert appraisal rights with respect to any class or series of
830	membership interests:
831	(a)  Must deliver to a manager or managing member of the
832	limited liability company before the vote is taken, or within 20
833	days after receiving the notice pursuant to s. 608.4353(3) if
834	action is to be taken without a member meeting, written notice
835	of such person's intent to demand payment if the proposed
836	appraisal event is effectuated.
837	(b)  Must not vote, or cause or permit to be voted, any
838	membership interests of such class or series in favor of the
839	appraisal event.
840	(2)  A person who may otherwise be entitled to appraisal
841	rights, but who does not satisfy the requirements of subsection
842	(1), is not entitled to payment under ss. 608.4351-608.43595.
843	608.4356  Appraisal notice and form.--
844	(1)  If the proposed appraisal event becomes effective, the
845	limited liability company must deliver a written appraisal
846	notice and form required by paragraph (2)(a) to all members who
847	satisfied the requirements of s. 608.4355.
848	(2)  The appraisal notice must be sent no earlier than the
849	date the appraisal event became effective and no later than 10
850	days after such date and must:
851	(a)  Supply a form that specifies the date that the
852	appraisal event became effective and that provides for the
853	member to state:
854	1.  The member's name and address.
855	2.  The number, classes, and series of membership interests
856	as to which the member asserts appraisal rights.
857	3.  That the member did not vote for the transaction.
858	4.  Whether the member accepts the limited liability
859	company's offer as stated in subparagraph (b)4.
860	5.  If the offer is not accepted, the member's estimated
861	fair value of the membership interests and a demand for payment
862	of the member's estimated value plus interest.
863	(b)  State:
864	1.  Where the form described in paragraph (a) must be sent.
865	2.  A date by which the limited liability company must
866	receive the form, which date may not be fewer than 40 nor more
867	than 60 days after the date the appraisal notice and form
868	described in this subsection are sent, and that the member shall
869	have waived the right to demand appraisal with respect to the
870	membership interests unless the form is received by the limited
871	liability company by such specified date.
872	3.  In the case of membership interests represented by a
873	certificate, the location at which certificates for such
874	certificated membership interests must be deposited, if that
875	action is required by the limited liability company, and the
876	date by which those certificates must be deposited, which date
877	may not be earlier than the date for receiving the required form
878	under subparagraph 2.
879	4.  The limited liability company's estimate of the fair
880	value of the membership interests.
881	5.  An offer to each member who is entitled to appraisal
882	rights to pay the limited liability company's estimate of fair
883	value set forth in subparagraph 4.
884	6.  That, if requested in writing, the limited liability
885	company will provide to the member so requesting, within 10 days
886	after the date specified in subparagraph 2., the number of
887	members who return the forms by the specified date and the total
888	number of membership interests owned by them.
889	7.  The date by which the notice to withdraw under s.
890	608.4357 must be received, which date must be within 20 days
891	after the date specified in subparagraph 2.
892	(c)  Be accompanied by:
893	1.  Financial statements of the limited liability company
894	that issued the membership interests to be appraised, consisting
895	of a balance sheet as of the end of the fiscal year ending not
896	more than 15 months prior to the date of the limited liability
897	company's appraisal notice, an income statement for that year, a
898	cash flow statement for that year, and the latest available
899	interim financial statements, if any.
900	2.  A copy of ss. 608.4351-608.43595.
901	608.4357  Perfection of rights; right to withdraw.--
902	(1)  A member who wishes to exercise appraisal rights must
903	execute and return the form received pursuant to s. 608.4356(1)
904	and, in the case of certificated membership interests and if the
905	limited liability company so requires, deposit the member's
906	certificates in accordance with the terms of the notice by the
907	date referred to in the notice pursuant to s. 608.4356(2)(b)2.
908	Once a member deposits that member's certificates or, in the
909	case of uncertificated membership interests, returns the
910	executed form described in s. 608.4356(2), the member loses all
911	rights as a member, unless the member withdraws pursuant to
912	subsection (3).  Upon receiving a demand for payment from a
913	member who holds an uncertificated membership interest, the
914	limited liability company shall make an appropriate notation of
915	the demand for payment in its records.
916	(2)  The limited liability company may restrict the
917	transfer of such membership interests from the date the member
918	delivers the items required by subsection (1).
919	(3)  A member who has complied with subsection (1) may
920	nevertheless decline to exercise appraisal rights and withdraw
921	from the appraisal process by so notifying the limited liability
922	company in writing by the date set forth in the appraisal notice
923	pursuant to s. 608.4356(2)(b)7. A member who fails to so
924	withdraw from the appraisal process may not thereafter withdraw
925	without the limited liability company's written consent.
926	(4)  A member who does not execute and return the form and,
927	in the case of certificated membership interests, deposit that
928	member's certificates, if so required by the limited liability
929	company, each by the date set forth in the notice described in
930	subsection (2), shall not be entitled to payment under this
931	chapter.
932	(5)  If the member's right to receive fair value is
933	terminated other than by the purchase of the membership interest
934	by the limited liability company, all rights of the member, with
935	respect to such membership interest, shall be reinstated
936	effective as of the date the member delivered the items required
937	by subsection (1), including the right to receive any
938	intervening payment or other distribution with respect to such
939	membership interest, or, if any such rights have expired or any
940	such distribution other than a cash payment has been completed,
941	in lieu thereof at the election of the limited liability
942	company, the fair value thereof in cash as determined by the
943	limited liability company as of the time of such expiration or
944	completion, but without prejudice otherwise to any action or
945	proceeding of the limited liability company that may have been
946	taken by the limited liability company on or after the date the
947	member delivered the items required by subsection (1).
948	608.43575  Member's acceptance of limited liability
949	company's offer.--
950	(1)  If the member states on the form provided in s.
951	608.4356(1) that the member accepts the offer of the limited
952	liability company to pay the limited liability company's
953	estimated fair value for the membership interest, the limited
954	liability company shall make such payment to the member within
955	90 days after the limited liability company's receipt of the
956	items required by s. 608.4357(1).
957	(2)  Upon payment of the agreed value, the member shall
958	cease to have any interest in the membership interest.
959	608.4358  Procedure if member is dissatisfied with offer.--
960	(1)  A member who is dissatisfied with the limited
961	liability company's offer as set forth pursuant to s.
962	608.4356(2)(b)5. must notify the limited liability company on
963	the form provided pursuant to s. 608.4356(1) of the member's
964	estimate of the fair value of the membership interest and demand
965	payment of that estimate plus interest.
966	(2)  A member who fails to notify the limited liability
967	company in writing of the member's demand to be paid the
968	member's estimate of the fair value plus interest under
969	subsection (1) within the timeframe set forth in s.
970	608.4356(2)(b)2. waives the right to demand payment under this
971	section and shall be entitled only to the payment offered by the
972	limited liability company pursuant to s. 608.4356(2)(b)5.
973	608.43585  Court action.--
974	(1)  If a member makes demand for payment under s. 608.4358
975	which remains unsettled, the limited liability company shall
976	commence a proceeding within 60 days after receiving the payment
977	demand and petition the court to determine the fair value of the
978	membership interest and accrued interest. If the limited
979	liability company does not commence the proceeding within the
980	60-day period, any member who has made a demand pursuant to s.
981	608.4358 may commence the proceeding in the name of the limited
982	liability company.
983	(2)  The proceeding shall be commenced in the appropriate
984	court of the county in which the limited liability company's
985	principal office in this state is located or, if none, the
986	county in which its registered agent is located. If the limited
987	liability company is a foreign limited liability company without
988	a registered agent in this state, the proceeding shall be
989	commenced in the county in this state in which the principal
990	office or registered agent of the domestic limited liability
991	company was located at the time of the appraisal event.
992	(3)  All members, whether or not residents of this state,
993	whose demands remain unsettled shall be made parties to the
994	proceeding as in an action against their membership interests.
995	The limited liability company shall serve a copy of the initial
996	pleading in such proceeding upon each member party who is a
997	resident of this state in the manner provided by law for the
998	service of a summons and complaint and upon each nonresident
999	member party by registered or certified mail or by publication
1000	as provided by law.
1001	(4)  The jurisdiction of the court in which the proceeding
1002	is commenced under subsection (2) is plenary and exclusive. If
1003	it so elects, the court may appoint one or more persons as
1004	appraisers to receive evidence and recommend a decision on the
1005	question of fair value. The appraisers shall have the powers
1006	described in the order appointing them or in any amendment to
1007	the order. The members demanding appraisal rights are entitled
1008	to the same discovery rights as parties in other civil
1009	proceedings. There shall be no right to a jury trial.
1010	(5)  Each member made a party to the proceeding is entitled
1011	to judgment for the amount of the fair value of such member's
1012	membership interests, plus interest, as found by the court.
1013	(6)  The limited liability company shall pay each such
1014	member the amount found to be due within 10 days after final
1015	determination of the proceedings. Upon payment of the judgment,
1016	the member shall cease to have any interest in the membership
1017	interests.
1018	608.4359  Court costs and counsel fees.--
1019	(1)  The court in an appraisal proceeding shall determine
1020	all costs of the proceeding, including the reasonable
1021	compensation and expenses of appraisers appointed by the court.
1022	The court shall assess the costs against the limited liability
1023	company, except that the court may assess costs against all or
1024	some of the members demanding appraisal, in amounts the court
1025	finds equitable, to the extent the court finds such members
1026	acted arbitrarily, vexatiously, or not in good faith with
1027	respect to the rights provided by this chapter.
1028	(2)  The court in an appraisal proceeding may also assess
1029	the fees and expenses of counsel and experts for the respective
1030	parties, in amounts the court finds equitable:
1031	(a)  Against the limited liability company and in favor of
1032	any or all members demanding appraisal if the court finds the
1033	limited liability company did not substantially comply with ss.
1034	608.4353 and 608.4356; or
1035	(b)  Against either the limited liability company or a
1036	member demanding appraisal, in favor of any other party, if the
1037	court finds that the party against whom the fees and expenses
1038	are assessed acted arbitrarily, vexatiously, or not in good
1039	faith with respect to the rights provided by this chapter.
1040	(3)  If the court in an appraisal proceeding finds that the
1041	services of counsel for any member were of substantial benefit
1042	to other members similarly situated, and that the fees for those
1043	services should not be assessed against the limited liability
1044	company, the court may award to such counsel reasonable fees to
1045	be paid out of the amounts awarded the members who were
1046	benefited.
1047	(4)  To the extent the limited liability company fails to
1048	make a required payment pursuant to s. 608.43575, the member may
1049	sue directly for the amount owed and, to the extent successful,
1050	shall be entitled to recover from the limited liability company
1051	all costs and expenses of the suit, including attorney fees.
1052	608.43595  Limitation on limited liability company
1053	payment.--
1054	(1)  No payment shall be made to a member seeking appraisal
1055	rights if, at the time of payment, the limited liability company
1056	is unable to meet the distribution standards of s. 608.428. In
1057	such event, the member shall, at the member's option:
1058	(a)  Withdraw the notice of intent to assert appraisal
1059	rights, which shall in such event be deemed withdrawn with the
1060	consent of the limited liability company; or
1061	(b)  Retain the status as a claimant against the limited
1062	liability company and, if the limited liability company is
1063	liquidated, be subordinated to the rights of creditors of the
1064	limited liability company but have rights superior to the
1065	members not asserting appraisal rights and if it is not
1066	liquidated, retain the right to be paid for the membership
1067	interest, which right the limited liability company shall be
1068	obliged to satisfy when the restrictions of this section do not
1069	apply.
1070	(2)  The member shall exercise the option under paragraph
1071	(1)(a) or paragraph (1)(b) by written notice filed with the
1072	limited liability company within 30 days after the limited
1073	liability company has given written notice that the payment for
1074	the membership interests cannot be made because of the
1075	restrictions of this section. If the member fails to exercise
1076	the option, the member shall be deemed to have withdrawn the
1077	notice of intent to assert appraisal rights.
1078	Section 6.  Subsection (1), paragraphs (a), (d), (e), and
1079	(f) of subsection (3), and paragraph (d) of subsection (4) of
1080	section 608.438, Florida Statutes, are amended to read:
1081	608.438  Merger of limited liability company.--
1082	(1)  As used in this section and ss. 608.4381-608.4383
1083	608.4384, the term "other business entity" or "another business
1084	entity" means includes a corporation, a limited liability
1085	company, a common law or business trust or association, a real
1086	estate investment trust, a common law trust, an unincorporated
1087	business, a general partnership, including a limited liability
1088	partnership, a limited partnership, including a limited
1089	liability partnership, a limited liability company other than a
1090	limited liability company organized under the laws of this
1091	chapter, or any other domestic or foreign entity that is
1092	organized under a governing law or other formed pursuant to the
1093	requirements of applicable law.
1094	(3)  The plan of merger shall set forth:
1095	(a)  The name of each limited liability company and the
1096	name and jurisdiction of formation, organization, or
1097	incorporation of each other business entity planning to merge,
1098	and the name of the surviving or resulting limited liability
1099	company or other business entity into which each other limited
1100	liability company or other business entity plans to merge, which
1101	is, in this section and in ss. 608.4381-608.4383 608.4384,
1102	designated as the surviving entity.
1103	(d)  If a partnership is to be the surviving entity, the
1104	names and business addresses of the general partners of the
1105	surviving entity.
1106	(e)  If a limited liability company is to be the surviving
1107	entity, and management thereof is vested in one or more managers
1108	or managing members, the names and business addresses of such
1109	managers or managing members.
1110	(d)(f)  All statements required to be set forth in the plan
1111	of merger by the laws under which each other business entity
1112	that is a party to the merger is formed, organized, or
1113	incorporated.
1114	(4)  The plan of merger may set forth:
1115	(d)  A statement of, or a statement of the method of
1116	determining, the "fair value," as defined in s. 608.4351
1117	608.4384(1)(b), of an interest in any domestic limited liability
1118	company that is a party to the merger.
1119	Section 7.  Subsection (2), paragraphs (c), (d), (e), and
1120	(f) of subsection (4), and subsection (6) of section 608.4381,
1121	Florida Statutes, are amended to read:
1122	608.4381  Action on plan of merger.--
1123	(2)  In addition to the approval required by subsection
1124	(1), if the surviving entity is a partnership or limited
1125	partnership, no member of a limited liability company that is a
1126	party to the merger shall, as a result of the merger, become a
1127	general partner of such partnership or limited partnership the
1128	surviving entity unless such member specifically consents in
1129	writing to becoming a general partner of such partnership or
1130	limited partnership, the surviving entity and unless such
1131	written consent is obtained from each such member who, as a
1132	result of the merger, would become a general partner of the
1133	surviving entity, such merger shall not become effective under
1134	s. 608.4383. Any member providing such consent in writing shall
1135	be deemed to have voted in favor of the plan of merger for
1136	purposes of ss. 608.4351-608.43595 s. 608.4384.
1137	(4)  The notification required by subsection (3) shall be
1138	in writing and shall include:
1139	(c)  The statement or statements required by ss. 608.4351-
1140	608.43595 regarding availability of appraisal rights, if any, to
1141	members of the limited liability company A clear and concise
1142	statement that, if the plan of merger is effected, members
1143	dissenting therefrom may be entitled, if they comply with the
1144	provisions of s. 608.4384 regarding the rights of dissenting
1145	members, to be paid the fair value of their interests, which
1146	shall be accompanied by a copy of s. 608.4384.
1147	(d)  A statement of, or a statement of the method of
1148	determining, the "fair value," as defined in s. 608.4384(1)(b),
1149	of an interest in the limited liability company, in the case of
1150	a limited liability company in which management is not reserved
1151	to its members, as determined by the managers of such limited
1152	liability company, which statement may consist of a reference to
1153	the applicable provisions of such limited liability company's
1154	articles of organization or operating agreement that determine
1155	the fair value of an interest in the limited liability company
1156	for such purposes, and which shall constitute an offer by the
1157	limited liability company to purchase at such fair value any
1158	interests of a "dissenter," as defined in s. 608.4384(1)(a),
1159	unless and until such dissenter's right to receive the fair
1160	value of the dissenter's interests in the limited liability
1161	company is terminated pursuant to s. 608.4384(8).
1162	(d)(e)  The date on which such notification was mailed or
1163	delivered to the members.
1164	(e)(f)  Any other information concerning the plan of
1165	merger.
1166	(6)  A plan of merger may provide for the manner, if any,
1167	in which the plan of merger may be amended at any time before
1168	the effective date of the merger, except after the approval of
1169	the plan of merger by the members of a limited liability company
1170	that is a party to the merger, the plan of merger may not be
1171	amended to:
1172	(a)  Change the amount or kind of interests, partnership
1173	interests, shares, obligations, other securities, cash, rights,
1174	or any other property to be received by the members of such
1175	limited liability company in exchange for or on conversion of
1176	their interests;
1177	(b)  If the surviving entity is a limited liability
1178	company, change any term of the articles of organization or the
1179	operating agreement of the surviving entity, except for changes
1180	that otherwise could be adopted without the approval of the
1181	members of the surviving entity;
1182	(c)  If the surviving entity is not a limited liability
1183	company, change any term of the articles of incorporation or
1184	comparable governing document of the surviving entity, except
1185	for changes that otherwise could be adopted by the board of
1186	directors or comparable representatives of the surviving entity;
1187	or
1188	(d)  Change any of the terms and conditions of the plan of
1189	merger if any such change, alone or in the aggregate, would
1190	materially and adversely affect the members, or any class or
1191	group of members, of such limited liability company.
1192
1193	If an amendment to a plan of merger is made in accordance the
1194	plan and articles of merger have been filed with the Department
1195	of State, an amended certificate articles of merger executed by
1196	each limited liability company and other business entity that is
1197	a party to the merger shall be filed with the Department of
1198	State prior to the effective date of the merger.
1199	Section 8.  Section 608.4382, Florida Statutes, is amended
1200	to read:
1201	608.4382  Certificate Articles of merger.--
1202	(1)  After a plan of merger is approved by each limited
1203	liability company and each other business entity that is a party
1204	to the merger, the surviving entity shall deliver to the
1205	Department of State for filing a certificate articles of merger,
1206	which shall be executed by each limited liability company and by
1207	each other business entity as required by applicable law, and
1208	which shall set forth:
1209	(a)  The plan of merger.
1210	(b)  A statement that the plan of merger was approved by
1211	each limited liability company that is a party to the merger in
1212	accordance with the applicable provisions of this chapter, and,
1213	if applicable, a statement that the written consent of each
1214	member of such limited liability company who, as a result of the
1215	merger, becomes a general partner of the surviving entity has
1216	been obtained pursuant to s. 608.4381(2).
1217	(c)  A statement that the plan of merger was approved by
1218	each domestic partnership that is a party to the merger in
1219	accordance with the applicable provisions of chapter 620.
1220	(d)  A statement that the plan of merger was approved by
1221	each domestic corporation that is a party to the merger in
1222	accordance with the applicable provisions of chapter 607.
1223	(e)  A statement that the plan of merger was approved by
1224	each other business entity that is a party to the merger, other
1225	than limited liability companies, partnerships, and corporations
1226	formed, organized, or incorporated under the laws of this state,
1227	in accordance with the applicable laws of the state, country, or
1228	jurisdiction under which such other business entity is formed,
1229	organized, or incorporated.
1230	(f)  The effective date of the merger, which may be on or
1231	after the date of filing the certificate articles of merger,
1232	subject to the limitations in s. 608.409(2),; provided, if the
1233	certificate articles of merger does do not provide for an
1234	effective date of the merger, the effective date shall be the
1235	date on which the certificate articles of merger is are filed.
1236	(g)  If the surviving entity is another business entity
1237	formed, organized, or incorporated under the laws of any state,
1238	country, or jurisdiction other than this state:
1239	1.  The address, including street and number, if any, of
1240	its principal office under the laws of the state, country, or
1241	jurisdiction in which it was formed, organized, or incorporated.
1242	2.  If the surviving entity is a foreign entity and is not
1243	authorized to transact business in this state, a statement that
1244	the surviving entity appoints is deemed to have appointed the
1245	Secretary of State as its agent for service of process in a
1246	proceeding to enforce obligations any obligation or the rights
1247	of dissenting members of each limited liability company that
1248	merged into such entity, including any appraisal rights of its
1249	members under ss. 608.4351-608.43595, and the street and mailing
1250	address of an office which the Department of State may use for
1251	purposes of s. 48.181 is a party to the merger.
1252	3.  A statement that the surviving entity has agreed to
1253	promptly pay to any members with appraisal rights the dissenting
1254	members of each limited liability company that is a party to the
1255	merger the amount, if any, to which such dissenting members are
1256	entitled under ss. 608.4351-608.43595 s. 608.4384.
1257	(2)  A copy of the certificate articles of merger,
1258	certified by the Department of State, may be filed in the
1259	official records of any office of the official who is the
1260	recording officer of each county in this state in which any real
1261	property of a party to the merger holds an interest in real
1262	property other than the surviving entity is situated.
1263	Section 9.  Subsections (2), (3), and (7) of section
1264	608.4383, Florida Statutes, are amended to read:
1265	608.4383  Effect of merger.--When a merger becomes
1266	effective:
1267	(2)  The title to all real estate and other property, or
1268	any interest therein, owned by each domestic limited liability
1269	company and other business entity that is a party to the merger
1270	is vested in the surviving entity without reversion or
1271	impairment by reason of this chapter. The surviving entity shall
1272	record a certified copy of the articles of merger in any county
1273	in which a merging entity holds an interest in real property.
1274	(3)  The surviving entity shall thereafter be responsible
1275	and liable for all the liabilities and obligations of each
1276	limited liability company and other business entity that is a
1277	party to the merger, including liabilities arising out of the
1278	appraisal rights under ss. 608.4351-608.43595 of dissenters with
1279	respect to such merger under applicable law.
1280	(7)  The interests, partnership and membership interests,
1281	shares, obligations, or other securities and other interests,
1282	and the rights to acquire such interests, partnership interests,
1283	shares, obligations, or other securities and other interests, of
1284	each limited liability company and other business entity that is
1285	a party to the merger shall be converted into interests,
1286	partnership and membership interests, shares, obligations, or
1287	other securities and other interests, or rights to such
1288	securities, obligations, or other interests, of the surviving
1289	entity or any other limited liability company or other business
1290	entity or, in whole or in part, into cash or other property as
1291	provided in the plan of merger, and the former members of each
1292	limited liability company merging into another business entity
1293	holders of interests, partnership interests, shares,
1294	obligations, or other securities, or rights to such securities,
1295	shall be entitled only to the rights provided in the plan of
1296	merger and to their appraisal rights as dissenters, if any,
1297	under ss. 608.4351-608.43595 s. 608.4384, ss. 607.1301-607.1320,
1298	s. 620.205, or other applicable law.
1299	Section 10.  Section 608.439, Florida Statutes, is amended
1300	to read:
1301	608.439  Conversion of certain entities to a limited
1302	liability company.--
1303	(1)  As used in this section, the term "other business
1304	entity" or "another business entity" means a common law or
1305	business trust or association;, a real estate investment trust;,
1306	a general partnership common law trust, or any other
1307	unincorporated business, including a limited liability
1308	partnership;, a limited partnership, whether general (including
1309	a registered limited liability limited partnership;) or any
1310	other domestic or foreign entity that is organized under a
1311	governing law or other applicable law, provided such term shall
1312	not include a domestic limited (including a registered limited
1313	liability limited partnership) or a foreign limited liability
1314	company.
1315	(2)  Any other business entity may convert to a domestic
1316	limited liability company if the conversion is permitted by the
1317	laws of the jurisdiction that enacted the statute or other
1318	applicable law governing the other business entity and the other
1319	business entity complies with such laws and the requirements of
1320	this section in effecting the conversion. The other business
1321	entity shall file with by complying with subsection (8) and
1322	filing in the Department of State in accordance with s.
1323	608.4081:
1324	(a)  A certificate of conversion to a limited liability
1325	company that has been executed by one or more authorized persons
1326	in accordance with s. 608.408.; and
1327	(b)  Articles of organization that comply with s. 608.407
1328	and have been executed by one or more authorized persons in
1329	accordance with s. 608.408.
1330	(3)  The certificate of conversion to a limited liability
1331	company shall state:
1332	(a)  The date on which and jurisdiction in which the other
1333	entity was first organized created, formed, or otherwise came
1334	into being and, if it has changed, its jurisdiction immediately
1335	prior to its conversion to a domestic limited liability
1336	company.;
1337	(b)  The name of the other entity immediately prior to the
1338	filing of the certificate of conversion. to a limited liability
1339	company;
1340	(c)  The name of the limited liability company as set forth
1341	in its articles of organization filed in accordance with
1342	subsection (2).; and
1343	(d)  Subject to the limitations in s. 608.409(2), the
1344	delayed future effective date or time (which shall be a date or
1345	time certain) of the conversion to a limited liability company
1346	if it is not to be effective upon the filing of the certificate
1347	of conversion to a limited liability company and the articles of
1348	organization, provided such delayed effective date and time may
1349	not be different than the effective date of the articles of
1350	organization.
1351	(4)  Upon the filing in the Department of State of the
1352	certificate of conversion to a limited liability company and the
1353	articles of organization or upon the delayed future effective
1354	date or time of the certificate of conversion to a limited
1355	liability company and the articles of organization, the other
1356	entity shall be converted into a domestic limited liability
1357	company and the limited liability company shall thereafter be
1358	subject to all of the provisions of this chapter, except that
1359	notwithstanding s. 608.409, the existence of the limited
1360	liability company shall be deemed to have commenced when on the
1361	date the other entity commenced its existence in the
1362	jurisdiction in which the other entity was first organized
1363	created, formed, incorporated, or otherwise came into being.
1364	(5)  The conversion of any other entity into a domestic
1365	limited liability company shall not affect any obligations or
1366	liabilities of the other entity incurred prior to its conversion
1367	into to a domestic limited liability company or the personal
1368	liability of any person incurred prior to such conversion.
1369	(6)  When any conversion becomes effective under this
1370	section, for all purposes of the laws of this state, all of the
1371	rights, privileges, and powers of the other entity that has
1372	converted, and all property, real, personal, and mixed, and all
1373	debts due to such other entity, as well as all other things and
1374	causes of action belonging to such other entity, shall be vested
1375	in the domestic limited liability company into which it was
1376	converted and shall thereafter be the property of the domestic
1377	limited liability company as they were of the other entity that
1378	has converted, and the title to any real property vested by deed
1379	or otherwise in such other entity shall not revert or be in any
1380	way impaired by reason of this chapter, but all rights of
1381	creditors and all liens upon any property of such other entity
1382	shall be preserved unimpaired, and all debts, liabilities, and
1383	duties of the other entity that has converted shall thenceforth
1384	attach to the domestic limited liability company and may be
1385	enforced against it to the same extent as if said debts,
1386	liabilities, and duties had been incurred or contracted by it.
1387	(7)  Unless otherwise agreed, or as required under
1388	applicable non-Florida law, the converting entity shall not be
1389	required to wind up its affairs or pay its liabilities and
1390	distribute its assets, and the conversion shall not constitute a
1391	dissolution of the converting such entity and shall constitute a
1392	continuation of the existence of the converting entity in the
1393	form of a domestic limited liability company.
1394	(8)  Prior to filing a certificate of conversion to limited
1395	liability company with the Department of State, the conversion
1396	shall be approved in the manner provided for by the document,
1397	instrument, agreement, or other writing, as the case may be,
1398	governing the internal affairs of the other entity and the
1399	conduct of its business or by applicable law, as appropriate,
1400	and the articles of organization or operating agreement shall be
1401	approved by the same authorization required to approve the
1402	conversion. As part of such an approval, a plan of conversion or
1403	other record may describe the manner and basis of converting the
1404	shares, partnership interests, limited liability company
1405	interests, obligations, or securities of, or other interests in,
1406	the other business entity which is to be converted, or any
1407	rights to acquire any such shares, interests, obligations, or
1408	other securities, into limited liability company interests,
1409	obligations, or other securities of the domestic limited
1410	liability company, or rights to acquire interests, obligations,
1411	or other securities, or, in whole or in part, into cash or other
1412	consideration. Such a plan or other record may also contain
1413	other provisions relating to the conversion, including without
1414	limitation the right of the other business entity to abandon a
1415	proposed conversion, or an effective date for the conversion
1416	that is not inconsistent with paragraph (3)(d).
1417	(9)  The provisions of this section shall not be construed
1418	to limit the accomplishment of a change in the law governing, or
1419	the domicile of, any other entity to this state by any other
1420	means provided for in the articles of organization or operating
1421	agreement or other agreement or as otherwise permitted by law,
1422	including by the amendment of the articles of organization or
1423	operating agreement or other agreement.
1424	Section 11.  Sections 608.4401, 608.4402, 608.4403, and
1425	608.4404, Florida Statutes, are created to read:
1426	608.4401  Conversion of a domestic limited liability
1427	company into another business entity.--
1428	(1)  As used in this section and ss. 608.4402, 608.4403,
1429	and 608.4404, the term "other business entity" or "another
1430	business entity" means a corporation; a common law or business
1431	trust or association; a real estate investment trust; a general
1432	partnership, including a limited liability partnership; a
1433	limited partnership, including a limited liability limited
1434	partnership; or any other domestic or foreign entity that is
1435	organized under a governing law or other applicable law,
1436	provided such term shall not include a domestic limited
1437	liability company.
1438	(2)  Pursuant to a plan of conversion complying and
1439	approved in accordance with this section and s. 608.4402, a
1440	domestic limited liability company may convert to another
1441	business entity organized under the laws of this state or any
1442	other state, the United States, a foreign country, or any other
1443	foreign jurisdiction, if:
1444	(a)  The domestic limited liability company converting to
1445	the other business entity complies with the applicable
1446	provisions of this chapter and any applicable terms in its
1447	articles of organization and operating agreement.
1448	(b)  The conversion is permitted by the laws of the
1449	jurisdiction that enacted the law or other applicable law under
1450	which the other business entity is governed and the other
1451	business entity complies with such laws in effecting the
1452	conversion.
1453	(3)  The plan of conversion shall set forth:
1454	(a)  The name of the domestic limited liability company and
1455	the name and jurisdiction of the other business entity into
1456	which the domestic limited liability company is to be converted.
1457	(b)  The terms and conditions of the conversion, including
1458	the manner and basis of converting the limited liability company
1459	interests or other securities, or any rights to acquire limited
1460	liability company interests or other securities, of the domestic
1461	limited liability company into the partnership interests,
1462	shares, obligations, securities, or other interests in the other
1463	business entity, or any rights to acquire any partnership
1464	interests, shares, obligations, securities, or other interests,
1465	or, in whole or in part, into cash or other consideration.
1466	(c)  The statements required to be set forth in the plan of
1467	conversion by the laws under which the other business entity is
1468	governed.
1469	(4)  The plan of conversion shall include, or have
1470	attached, the articles, certificate, registration, or other
1471	organizational document by which the other business entity has
1472	been organized under its governing law.
1473	(5)  A plan of conversion may provide for the manner, if
1474	any, in which the plan of conversion may be amended at any time
1475	before the effective date of the conversion, except after the
1476	approval of the plan of conversion by the members of the limited
1477	liability company to be converted, the plan of conversion may
1478	not be amended to:
1479	(a)  Change the amount or kind of  partnership interests,
1480	shares, obligations, securities, cash, rights, or any other
1481	consideration to be received by the members of such limited
1482	liability company in exchange for or on conversion of their
1483	member interests in or other securities of the limited liability
1484	company;
1485	(b)  Change any term of the articles of incorporation or
1486	organization, bylaws, partnership or operating agreement, or
1487	comparable governing document of the surviving entity, except
1488	for changes that otherwise could be adopted without approval of
1489	the members approving the plan of conversion; or
1490	(c)  Change any of the terms and conditions of the plan of
1491	conversion if any such change, alone or in the aggregate, would
1492	materially and adversely affect the members, or any class or
1493	group of members, of such limited liability company.
1494
1495	If an amendment to a plan of conversion is made in accordance
1496	with the plan of conversion and a certificate of conversion has
1497	been filed with the Department of State, an amended certificate
1498	of conversion executed by the limited liability company shall be
1499	filed with the Department of State prior to the effective date
1500	of the conversion.
1501	(6)  The plan of conversion may also set forth any other
1502	provisions relating to the conversion, including without
1503	limitation a statement of the method of determining, the fair
1504	value, as defined in s 608.4351, of an interest in the limited
1505	liability company.
1506	608.4402  Action on plan of conversion.--
1507	(1)  Unless the articles of organization or the operating
1508	agreement of a limited liability company requires a greater than
1509	majority vote, the plan of conversion shall be approved in
1510	writing by a majority of the managers who are members of a
1511	converting limited liability company in which management is not
1512	reserved to its members. If no manager is a member, the plan of
1513	conversion shall be approved by vote of the members as set forth
1514	in this section. Unless the articles of organization or the
1515	operating agreement of the converting limited liability company
1516	requires a greater than majority vote or provides for another
1517	method of determining the voting rights of each of its members,
1518	and whether or not management is reserved to its members, the
1519	plan of conversion shall be approved in writing by a majority-
1520	in-interest of the members of the converting limited liability
1521	company and, if applicable, the vote of each member shall be
1522	weighted in accordance with s. 608.4231, provided, unless the
1523	articles of organization or the operating agreement of the
1524	converting limited liability company requires a greater than
1525	majority vote or provides for another method of determining the
1526	voting rights of each of its members, if there is more than one
1527	class or group of members, the conversion shall be approved by a
1528	majority-in-interest of the members of each such class or group,
1529	and, if applicable, the vote of each member shall be weighted in
1530	accordance with s. 608.4231.
1531	(2)  In addition to the approval required by subsection
1532	(1), if the other business entity is a partnership or limited
1533	partnership, no member of a converting limited liability company
1534	shall become a general partner of such partnership or limited
1535	partnership as a result of the conversion unless such member
1536	specifically consents in writing to becoming a general partner
1537	of such partnership or limited partnership, and, unless such
1538	written consent is obtained from each such member, the
1539	conversion shall not become effective under s. 608.4404. Any
1540	member providing such consent in writing shall also be deemed to
1541	have voted in favor of the plan of conversion for purposes of
1542	ss. 608.4351-608.43595.
1543	(3)  All members of the limited liability company to be
1544	converted shall be given written notice of any meeting or other
1545	action with respect to the approval of a plan of conversion as
1546	provided in subsections (4) and (5), not fewer than 30 or more
1547	than 60 days before the date of the meeting at which the plan of
1548	conversion shall be submitted for approval by the members of
1549	such limited liability company, provided, if the plan of
1550	conversion is submitted to the members of the limited liability
1551	company for their written approval or other action without a
1552	meeting, such notification shall be given to each member not
1553	fewer than 30 or more than 60 days before the effective date of
1554	the conversion. Pursuant to s. 608.455, the notification
1555	required by this subsection may be waived in writing by any
1556	person entitled to such notification.
1557	(4)  The notification required by subsection (3) shall be
1558	in writing and shall include:
1559	(a)  The date, time, and place of the meeting, if any, at
1560	which the plan of conversion is to be submitted for approval by
1561	the members of the limited liability company or, if the plan of
1562	conversion is to be submitted for written approval or by other
1563	action without a meeting, a statement to that effect.
1564	(b)  A copy or summary of the plan of conversion.
1565	(c)  The statement or statements required by ss. 608.4351-
1566	608.43595 concerning availability of appraisal rights, if any,
1567	to members of the limited liability company.
1568	(d)  The date on which such notification was mailed or
1569	delivered to the members.
1570	(e)  Any other information concerning the plan of
1571	conversion.
1572	(5)  The notification required by subsection (3) shall be
1573	deemed to be given at the earliest date of:
1574	(a)  The date such notification is received;
1575	(b)  Five days after the date such notification is
1576	deposited in the United States mail addressed to the member at
1577	the member's address as it appears in the books and records of
1578	the limited liability company, with postage thereon prepaid;
1579	(c)  The date shown on the return receipt, if sent by
1580	registered or certified mail, return receipt requested, and the
1581	receipt is signed by or on behalf of the addressee; or
1582	(d)  The date such notification is given in accordance with
1583	the provisions of the articles of organization or the operating
1584	agreement of the limited liability company.
1585	(6)  Unless the converting limited liability company's
1586	articles of organization or operating agreement or the plan of
1587	conversion provide otherwise, notwithstanding the prior approval
1588	of the plan of conversion by the managers or members of a
1589	converting limited liability company in which management is not
1590	reserved to its members, and at any time prior to the filing of
1591	the certificate of conversion with the Department of State, the
1592	planned conversion may be abandoned, subject to any contractual
1593	rights, by such limited liability company by the affirmative
1594	vote of a majority of its managers without further action by its
1595	members, in accordance with the procedure set forth in the plan
1596	of conversion, or if none is set forth in such plan, in the
1597	manner determined by the managers of such limited liability
1598	company.
1599	608.4403  Certificate of conversion.--
1600	(1)  After a plan of conversion is approved by a converting
1601	limited liability company, the limited liability company shall
1602	deliver to the Department of State for filing a certificate of
1603	conversion, which shall be executed by the converting limited
1604	liability company, and which shall set forth:
1605	(a)  A statement that the limited liability company has
1606	been converted into another business entity in compliance with
1607	this chapter and that the conversion complies with the law or
1608	other applicable law governing the other business entity.
1609	(b)  A statement that the plan of conversion was approved
1610	by the converting limited liability company in accordance with
1611	this chapter and, if applicable, a statement that the written
1612	consent of each member of such limited liability company who, as
1613	a result of the conversion, becomes a general partner of the
1614	surviving entity has been obtained pursuant to s. 608.4402(2).
1615	(c)  The effective date of the conversion, which, subject
1616	to the limitations in s. 608.409(2),  may be on or after the
1617	date of filing the certificate of conversion, but which shall
1618	not be different than the effective date of the conversion under
1619	the laws governing the other business entity into which the
1620	limited liability company has been converted.
1621	(d)  The address, including street and number, if any, of
1622	the principal office of the other business entity under the laws
1623	of the state, country, or jurisdiction in which such entity was
1624	organized.
1625	(e)  If the other business entity is a foreign entity and
1626	is not authorized to transact business in this state, a
1627	statement that the other business entity appoints the Secretary
1628	of State as its agent for service of process in a proceeding to
1629	enforce obligations of the converting limited liability company,
1630	including any appraisal rights of its members under ss.
1631	608.4351-608.43595 and the street and mailing address of an
1632	office which the Department of State may use for purposes of s.
1633	48.181.
1634	(f)  A statement that the other business entity has agreed
1635	to pay to any members having appraisal rights the amount to
1636	which such members are entitled under ss. 608.4351-608.43595.
1637	(2)  A copy of the certificate of conversion, certified by
1638	the Department of State, may be filed in the official records of
1639	any county in this state in which the converting limited
1640	liability company holds an interest in real property.
1641	608.4404  Effect of conversion.--When a conversion becomes
1642	effective:
1643	(1)  A domestic limited liability company that has been
1644	converted into another business entity pursuant to this chapter
1645	is for all purposes the same entity that existed before the
1646	conversion.
1647	(2)  The title to all real property and other property, or
1648	any interest therein, owned by the domestic limited liability
1649	company at the time of its conversion into the other business
1650	entity remains vested in the converted entity without reversion
1651	or impairment by operation of this chapter.
1652	(3)  The other business entity into which the domestic
1653	limited liability company was converted shall continue to be
1654	responsible and liable for all the liabilities and obligations
1655	of such limited liability company, including any liability to
1656	members having appraisal rights under ss. 608.4351-608.43595
1657	with respect to such conversion.
1658	(4)  Any claim existing or action or proceeding pending by
1659	or against any domestic limited liability company that is
1660	converted into another business entity may be continued as if
1661	the conversion did not occur. If the  converted entity is a
1662	foreign entity, such entity shall be deemed to have consented to
1663	the jurisdiction of the courts of this state to enforce any
1664	obligation of the converting domestic limited liability company
1665	if, before the conversion, the converting domestic limited
1666	liability company was subject to suit in this state on the
1667	obligation. A converted entity that is a foreign entity and not
1668	authorized to transact business in this state appoints the
1669	Department of State as its agent for service of process for
1670	purposes of enforcing an obligation under this subsection,
1671	including any appraisal rights of members under ss. 608.4351-
1672	608.43595 to the extent applicable to the conversion. Service on
1673	the Department of State under this subsection is made in the
1674	same manner and with the same consequences as under s. 48.141.
1675	(5)  Neither the rights of creditors nor any liens upon the
1676	property of a domestic limited liability company that is
1677	converted into another business entity under this chapter shall
1678	be impaired by such conversion.
1679	(6)  The member interests, obligations, and other
1680	securities, or rights to acquire any member interests,
1681	obligations, or other securities, of the domestic limited
1682	liability company shall be converted into the shares,
1683	partnership interests, interests, obligations, or other
1684	securities of the other business entity, including any rights to
1685	acquire any such shares, interests, obligations, or other
1686	securities, or, in whole or in part, into cash or other
1687	consideration as provided in the plan of conversion. The former
1688	members of the converting domestic limited liability company
1689	shall be entitled only to the rights provided in the plan of
1690	conversion and to their appraisal rights, if any, under ss.
1691	608.4351-608.43595 or other applicable law.
1692	Section 12.  Subsection (3) of section 608.452, Florida
1693	Statutes, is amended, subsections (9) and (10) of said section
1694	are renumbered as subsections (10) and (11), respectively, and
1695	new subsection (9) is added to said section, to read:
1696	608.452  Fees of the Department of State.--The fees of the
1697	Department of State under this chapter are as follows:
1698	(3)  For filing a certificate articles of merger of limited
1699	liability companies or other business entities, $25 per
1700	constituent party to the merger, unless a specific fee is
1701	required for a party in other applicable law.
1702	(9)  For filing a certificate of conversion of a limited
1703	liability company, $25.
1704	Section 13.  Subsection (16) of section 617.0302, Florida
1705	Statutes, is amended to read:
1706	617.0302  Corporate powers.--Every corporation not for
1707	profit organized under this act, unless otherwise provided in
1708	its articles of incorporation or bylaws, shall have power to:
1709	(16)  Merge with other corporations or other business
1710	entities, both for profit and not for profit, domestic and
1711	foreign, if the surviving corporation or other surviving
1712	business entity is a corporation not for profit or other
1713	business entity that has been organized as a not for profit
1714	entity under a governing law or other applicable law that
1715	permits such a merger.
1716	Section 14.  Subsection (5) is added to section 617.1107,
1717	Florida Statutes, to read:
1718	617.1107  Merger of domestic and foreign corporations.--
1719	(5)  Subject to s. 617.0302(16) and other applicable
1720	provisions of this chapter, ss. 607.1108, 607.1109, and
1721	607.11101 shall apply to a merger involving a corporation not
1722	for profit organized under this act and one or more other
1723	business entities identified in s. 607.1108(1).
1724	Section 15.  Sections 620.1101, 620.1102, 620.1103,
1725	620.1104, 620.1105, 620.1106, 620.1107, 620.1108, 620.1109,
1726	620.1110, 620.1111, 620.1112, 620.1113, 620.1114, 620.1115,
1727	620.1116, 620.1117, 620.1118, 620.1201, 620.1202, 620.1203,
1728	620.1204, 620.1205, 620.1206, 620.1207, 620.1208, 620.1209,
1729	620.1210, 620.1301, 620.1302, 620.1303, 620.1304, 620.1305,
1730	620.1306, 620.1401, 620.1402, 620.1403, 620.1404, 620.1405,
1731	620.1406, 620.1407, 620.1408, 620.1501, 620.1502, 620.1503,
1732	620.1504, 620.1505, 620.1506, 620.1507, 620.1508, 620.1509,
1733	620.1601, 620.1602, 620.1603, 620.1604, 620.1605, 620.1606,
1734	620.1607, 620.1701, 620.1702, 620.1703, 620.1704, 620.1801,
1735	620.1802, 620.1803, 620.1804, 620.1805, 620.1806, 620.1807,
1736	620.1808, 620.1809, 620.1810, 620.1811, 620.1812, 620.1813,
1737	620.1901, 620.1902, 620.1903, 620.1904, 620.1905, 620.1906,
1738	620.1907, 620.1908, 620.1909, 620.1910, 620.2001, 620.2002,
1739	620.2003, 620.2004, 620.2005, 620.2101, 620.2102, 620.2103,
1740	620.2104, 620.2105, 620.2106, 620.2107, 620.2108, 620.2109,
1741	620.2110, 620.2111, 620.2112, 620.2113, 620.2114, 620.2115,
1742	620.2116, 620.2117, 620.2118, 620.2119, 620.2120, 620.2121,
1743	620.2122, 620.2123, 620.2124, 620.2125, 620.2201, 620.2202,
1744	620.2203, 620.2204, and 620.2205, Florida Statutes, are created
1745	to read:
1746	620.1101  Popular name.--This section and sections
1747	620.1102-620.2205 may be cited as the "Florida Revised Uniform
1748	Limited Partnership Act of 2005."
1749	620.1102  Definitions.--As used in this act:
1750	(1)  "Act" means the Florida Revised Uniform Limited
1751	Partnership Act of 2005, as amended.
1752	(2)  "Certificate of limited partnership" means the
1753	certificate required by s. 620.1201. The term includes the
1754	certificate as amended or restated.
1755	(3)  "Contribution," except in the phrase "right of
1756	contribution," means any benefit provided by a person to a
1757	limited partnership in order to become a partner or in the
1758	person's capacity as a partner.
1759	(4)  "Debtor in bankruptcy" means a person that is the
1760	subject of:
1761	(a)  An order for relief under Title 11 U.S.C. or a
1762	comparable order under a successor statute of general
1763	application; or
1764	(b)  A comparable order under federal, state, or foreign
1765	law governing insolvency.
1766	(5)  "Designated office" means:
1767	(a)  With respect to a limited partnership, the office that
1768	the limited partnership is required to designate and maintain
1769	under s. 620.1114.
1770	(b)  With respect to a foreign limited partnership, its
1771	principal office.
1772	(6)  "Distribution" means a transfer of money or other
1773	property from a limited partnership to a partner in the
1774	partner's capacity as a partner or to a transferee on account of
1775	a transferable interest owned by the transferee.
1776	(7)  "Foreign limited liability limited partnership" means
1777	a foreign limited partnership whose general partners have
1778	limited liability for the obligations of the foreign limited
1779	partnership under a provision similar to s. 620.1404(3).
1780	(8)  "Foreign limited partnership" means a partnership
1781	formed under the laws of a jurisdiction other than this state
1782	and required by those laws to have one or more general partners
1783	and one or more limited partners. The term includes a foreign
1784	limited liability limited partnership.
1785	(9)  "General partner" means:
1786	(a)  With respect to a limited partnership, a person that:
1787	1.  Becomes a general partner under s. 620.1401; or
1788	2.  Was a general partner in a limited partnership when the
1789	limited partnership became subject to this act under s.
1790	620.2204(1) or (2).
1791	(b)  With respect to a foreign limited partnership, a
1792	person that has rights, powers, and obligations similar to those
1793	of a general partner in a limited partnership.
1794	(10)  "Limited liability limited partnership," except in
1795	the phrase "foreign limited liability limited partnership,"
1796	means a limited partnership whose certificate of limited
1797	partnership states that the limited partnership is a limited
1798	liability limited partnership, or which was a limited liability
1799	limited partnership when the limited partnership became subject
1800	to this act under s. 620.2204(1) or (2).
1801	(11)  "Limited partner" means:
1802	(a)  With respect to a limited partnership, a person that:
1803	1.  Becomes a limited partner under s. 620.1301; or
1804	2.  Was a limited partner in a limited partnership when the
1805	limited partnership became subject to this act under subsection
1806	620.2204(1) or (2).
1807	(b)  With respect to a foreign limited partnership, a
1808	person that has rights, powers, and obligations similar to those
1809	of a limited partner in a limited partnership.
1810	(12)  "Limited partnership," except in the phrases "foreign
1811	limited partnership" and "foreign limited liability limited
1812	partnership," means an entity, having one or more general
1813	partners and one or more limited partners, which is formed under
1814	this act by two or more persons or becomes subject to this act
1815	as the result of a conversion or merger under this act, or which
1816	was a limited partnership governed by the laws of this state
1817	when this act became a law and became subject to this act under
1818	s. 620.2204(1) or (2). The term includes a limited liability
1819	limited partnership.
1820	(13)  "Partner" means a limited partner or general partner.
1821	(14)  "Partnership agreement" means the partners'
1822	agreement, whether oral, implied, in a record, or in any
1823	combination thereof, concerning the limited partnership. The
1824	term includes the agreement as amended or restated.
1825	(15)  "Person" means an individual, corporation, business
1826	trust, estate, trust, partnership, limited liability company,
1827	association, joint venture, or government; governmental
1828	subdivision, agency, or instrumentality; public corporation; or
1829	any other legal or commercial entity.
1830	(16)  "Person dissociated as a general partner" means a
1831	person dissociated as a general partner of a limited
1832	partnership.
1833	(17)  "Principal office" means the office at which the
1834	principal executive office of a limited partnership or foreign
1835	limited partnership is located, whether or not the office is
1836	located in this state.
1837	(18)  "Record" means information that is inscribed on a
1838	tangible medium or that is stored in an electronic or other
1839	medium and is retrievable in perceivable form.
1840	(19)  "Registered agent" means the person acting as the
1841	registered agent of the limited partnership for service of
1842	process and meeting the requirements in s. 620.1114.
1843	(20)  "Registered office" means the address of the
1844	registered agent meeting the requirements of s. 620.1114.
1845	(21)  "Required information" means the information that a
1846	limited partnership is required to maintain under s. 620.1111.
1847	(22)  "Sign" means to:
1848	(a)  Execute or adopt a tangible symbol with the present
1849	intent to authenticate a record; or
1850	(b)  Attach or logically associate an electronic symbol,
1851	sound, or process to or with a record with the present intent to
1852	authenticate the record.
1853	(23)  "State" means a state of the United States, the
1854	District of Columbia, Puerto Rico, the United States Virgin
1855	Islands, or any territory or insular possession subject to the
1856	jurisdiction of the United States.
1857	(24)  "Transfer" includes an assignment, conveyance, deed,
1858	bill of sale, lease, mortgage, security interest, encumbrance,
1859	gift, or transfer by operation of law.
1860	(25)  "Transferable interest" means a partner's right to
1861	receive distributions.
1862	(26)  "Transferee" means a person to which all or part of a
1863	transferable interest has been transferred, whether or not the
1864	transferor is a partner.
1865	620.1103  Knowledge and notice.--
1866	(1)  A person knows a fact if the person has actual
1867	knowledge of the fact.
1868	(2)  A person has notice of a fact if the person:
1869	(a)  Knows of the fact;
1870	(b)  Has received a notification of the fact;
1871	(c)  Has reason to know the fact exists from all of the
1872	facts known to the person at the time in question; or
1873	(d)  Has notice of the fact under subsection (3) or
1874	subsection (4).
1875	(3)  A certificate of limited partnership on file in the
1876	Department of State is notice that the partnership is a limited
1877	partnership and the persons designated in the certificate as
1878	general partners are general partners. Except as otherwise
1879	provided in subsection (4), the certificate is not notice of any
1880	other fact.
1881	(4)  A person has notice of:
1882	(a)  Another person's dissociation as a general partner 90
1883	days after the effective date of an amendment to the certificate
1884	of limited partnership which states that the other person has
1885	dissociated or 90 days after the effective date of a statement
1886	of dissociation pertaining to the other person, whichever occurs
1887	first;
1888	(b)  A limited partnership's dissolution 90 days after the
1889	effective date of the certificate of dissolution of the limited
1890	partnership;
1891	(c)  A limited partnership's termination 90 days after the
1892	effective date of a statement of termination;
1893	(d)  A limited partnership's conversion under s. 620.2102
1894	90 days after the effective date of the certificate of
1895	conversion;
1896	(e)  A merger under s. 620.2106 90 days after the effective
1897	date of the certificate of merger; or
1898	(f)  Any limitations upon the authority of a general
1899	partner as set forth in the initial certificate of limited
1900	partnership or, if the limitations are added by an amendment or
1901	restatement of the certificate of limited partnership, 90 days
1902	after the effective date of the amendment or restatement,
1903	provided a provision in the certificate of limited partnership
1904	limiting the authority of a general partner to transfer real
1905	property held in the name of the limited partnership is not
1906	notice of the limitation to a person who is not a partner unless
1907	the limitation appears in an affidavit, certificate, or other
1908	instrument that bears the name of the limited partnership and is
1909	recorded in the office for recording transfers of such real
1910	property.
1911	(5)  A person notifies or gives a notification to another
1912	person by taking steps reasonably required to inform the other
1913	person in the ordinary course, whether or not the other person
1914	learns of it.
1915	(6)  A person receives a notification when the
1916	notification:
1917	(a)  Comes to the person's attention; or
1918	(b)  Is delivered at the person's place of business or at
1919	any other place held out by the person as a place for receiving
1920	communications.
1921	(7)  Except as otherwise provided in subsection (8), a
1922	person other than an individual knows, has notice, or receives a
1923	notification of a fact for purposes of a particular transaction
1924	when the individual conducting the transaction for the person
1925	knows, has notice, or receives a notification of the fact, or in
1926	any event when the fact would have been brought to the
1927	individual's attention if the person had exercised reasonable
1928	diligence. A person other than an individual exercises
1929	reasonable diligence if such person maintains reasonable
1930	routines for communicating significant information to the
1931	individual conducting the transaction for the person and there
1932	is reasonable compliance with the routines. Reasonable diligence
1933	does not require an individual acting for the person to
1934	communicate information unless the communication is part of the
1935	individual's regular duties or the individual has reason to know
1936	of the transaction and that the transaction would be materially
1937	affected by the information.
1938	(8)  A general partner's knowledge, notice, or receipt of a
1939	notification of a fact relating to the limited partnership is
1940	effective immediately as knowledge of, notice to, or receipt of
1941	a notification by the limited partnership, except in the case of
1942	a fraud on the limited partnership committed by or with the
1943	consent of the general partner. A limited partner's knowledge,
1944	notice, or receipt of a notification of a fact relating to the
1945	limited partnership is not effective as knowledge of, notice to,
1946	or receipt of a notification by the limited partnership.
1947	620.1104  Nature, purpose, and duration of entity.--
1948	(1)  A limited partnership is an entity distinct from its
1949	partners. A limited partnership is the same entity regardless of
1950	whether its certificate states that the limited partnership is a
1951	limited liability limited partnership.
1952	(2)  A limited partnership may be organized under this act
1953	for any lawful purpose.
1954	(3)  A limited partnership has a perpetual duration.
1955	620.1105  Powers.--A limited partnership has the powers to
1956	do all things necessary or convenient to carry on its
1957	activities, including the power to sue, be sued, and defend in
1958	its own name and to maintain an action against a partner for
1959	harm caused to the limited partnership by a breach of the
1960	partnership agreement or violation of a duty to the partnership.
1961	620.1106  Governing law.--The laws of this state govern
1962	relations among the partners of a limited partnership and
1963	between the partners and the limited partnership and the
1964	liability of partners as partners for an obligation of the
1965	limited partnership.
1966	620.1107  Supplemental principles of law; rate of
1967	interest.--
1968	(1)  Unless displaced by particular provisions of this act,
1969	the principles of law and equity supplement this act.
1970	(2)  If an obligation to pay interest arises under this act
1971	and the rate is not specified, the same rate of interest that
1972	has been determined for judgments in accordance with s. 55.03
1973	shall apply to the obligation in question.
1974	620.1108  Name.--
1975	(1)  The name of a limited partnership may contain the name
1976	of any partner.
1977	(2)  The name of a limited partnership that is not a
1978	limited liability limited partnership must contain the phrase
1979	"limited partnership" or "limited" or the abbreviation "L.P." or
1980	"Ltd." or the designation "LP," and may not contain the phrase
1981	"limited liability limited partnership" or the abbreviation
1982	"L.L.L.P." or the designation "LLLP."
1983	(3)  The name of a limited liability limited partnership
1984	must contain the phrase "limited liability limited partnership"
1985	or the abbreviation "L.L.L.P." or designation "LLLP," except
1986	that a limited liability limited partnership organized prior to
1987	the effective date of this act that is using an abbreviation or
1988	designation permitted under prior law shall be entitled to
1989	continue using such abbreviation or designation until its
1990	dissolution.
1991	(4)  The name of a limited partnership must be
1992	distinguishable in the records of the Department of State from
1993	the names of all other entities or filings, except fictitious
1994	name registrations pursuant to s. 865.09 organized, registered,
1995	or reserved under the laws of this state, the names of which are
1996	on file with the Department of State.
1997	(5)  Subject to s. 620.905, this section applies to any
1998	foreign limited partnership transacting business in this state,
1999	having a certificate of authority to transact business in this
2000	state, or applying for a certificate of authority.
2001	620.1109  Department of State; fees.--In addition to the
2002	supplemental corporate fee of $88.75 imposed pursuant to s.
2003	607.193, the fees of the Department of State under this act are
2004	as follows:
2005	(1)  For furnishing a certified copy, $52.50 for the first
2006	15 pages plus $1.00 for each additional page.
2007	(2)  For filing an original certificate of limited
2008	partnership, $965.
2009	(3)  For filing an original application for registration as
2010	a foreign limited partnership, $965.
2011	(4)  For filing certificate of conversion, $52.50.
2012	(5)  For filing certificate of merger, $52.50 for each
2013	party thereto.
2014	(6)  For filing a reinstatement, $500 for each calendar
2015	year or part thereof the limited partnership was
2016	administratively dissolved or foreign limited partnership was
2017	revoked in the records of the Department of State.
2018	(8)  For filing an annual report, $411.25.
2019	(9)  For filing a certificate:
2020	(a)  Designating a registered agent, $35;
2021	(b)  Changing a registered agent or registered office
2022	address, $35;
2023	(c)  Resigning as a registered agent, $87.50; or
2024	(d)  Of amendment or restatement of the certificate of
2025	limited partnership, $52.50;
2026	(10)  For filing a statement of termination, $52.50.
2027	(11)  For filing a notice of cancellation for foreign
2028	limited partnership, $52.50.
2029	(12)  For furnishing a certificate of status or
2030	authorization, $8.75.
2031	(13)  For filing a certificate of dissolution, $52.50.
2032	(14)  For filing a certificate of revocation of
2033	dissolution, $52.50.
2034	(15)  For filing any other domestic or foreign limited
2035	partnership document, $52.50.
2036	620.1110  Effect of partnership agreement; nonwaivable
2037	provisions.--
2038	(1)  Except as otherwise provided in subsection (2), the
2039	partnership agreement governs relations among the partners and
2040	between the partners and the partnership. To the extent the
2041	partnership agreement does not otherwise provide, this act
2042	governs relations among the partners and between the partners
2043	and the partnership.
2044	(2)  A partnership agreement may not:
2045	(a)  Vary a limited partnership's power under s. 620.1105
2046	to sue, be sued, and defend in its own name;
2047	(b)  Vary the law applicable to a limited partnership under
2048	s. 620.106;
2049	(c)  Vary the requirements of s. 620.1204;
2050	(d)  Vary the information required under s. 620.1111 or
2051	unreasonably restrict the right to information under s. 620.1304
2052	or s. 620.1407, but the partnership agreement may impose
2053	reasonable restrictions on the availability and use of
2054	information obtained under those sections and may define
2055	appropriate remedies, including liquidated damages, for a breach
2056	of any reasonable restriction on use;
2057	(e)  Eliminate the duty of loyalty of a general partner
2058	under s. 620.1408 but the partnership agreement may:
2059	1.  Identify specific types or categories of activities
2060	that do not violate the duty of loyalty, if not manifestly
2061	unreasonable; and
2062	2.  Specify the number, percentage, class, or other type of
2063	partners that may authorize or ratify, after full disclosure to
2064	all partners of all material facts, a specific act or
2065	transaction that otherwise would violate the duty of loyalty;
2066	(f)  Unreasonably reduce the duty of care of a general
2067	partner under s. 620.1408(3);
2068	(g)  Eliminate the obligation of good faith and fair
2069	dealing under ss. 620.1305(2) and 620.1408(4), but the
2070	partnership agreement may prescribe the standards by which the
2071	performance of the obligation is to be measured, if the
2072	standards are not manifestly unreasonable;
2073	(h)  Vary the power of a person to dissociate as a general
2074	partner under s. 620.1604(1), except to require that the notice
2075	under s. 620.1603(1) be in a record;
2076	(i)  Vary the power of a court to decree dissolution in the
2077	circumstances specified in s. 620.1802;
2078	(j)  Vary the requirement to wind up the partnership's
2079	business as specified in s. 620.1803;
2080	(k)  Unreasonably restrict the right to maintain an action
2081	under s. 620.2001 or s. 620.2002;
2082	(l)  Restrict the right of a partner under s. 620.2110(1)
2083	to approve a conversion or merger or the right of a general
2084	partner under s. 620.2110(2) to consent to an amendment to the
2085	certificate of limited partnership which deletes a statement
2086	that the limited partnership is a limited liability limited
2087	partnership; or
2088	(m)  Restrict rights under this act of a person other than
2089	a partner or a transferee.
2090	620.1111  Required information.--A limited partnership
2091	shall maintain at its designated office the following
2092	information:
2093	(1)  A current list showing the full name and last known
2094	street and mailing address of each partner, separately
2095	identifying the general partners, in alphabetical order, and the
2096	limited partners, in alphabetical order.
2097	(2)  A copy of the initial certificate of limited
2098	partnership and all amendments to and restatements of the
2099	certificate, together with signed copies of any powers of
2100	attorney under which any certificate, amendment, or restatement
2101	has been signed.
2102	(3)  A copy of any filed certificate of conversion or
2103	merger, together with the plan of conversion or plan of merger
2104	approved by the partners.
2105	(4)  A copy of the limited partnership's federal, state,
2106	and local income tax returns and reports, if any, for the 3 most
2107	recent years.
2108	(5)  A copy of any partnership agreement made in a record
2109	and any amendment made in a record to any partnership agreement.
2110	(6)  A copy of any financial statement of the limited
2111	partnership for the 3 most recent years.
2112	(7)  A copy of the three most recent annual reports
2113	delivered by the limited partnership to the Department of State
2114	pursuant to s. 620.1210.
2115	(8)  A copy of any record made by the limited partnership
2116	during the past 3 years of any consent given by or vote taken of
2117	any partner pursuant to this act or the partnership agreement.
2118	(9)  Unless contained in a partnership agreement made in a
2119	record, a record stating:
2120	(a)  The amount of cash and a description and statement of
2121	the agreed value of the other benefits contributed and agreed to
2122	be contributed by each partner.
2123	(b)  The times at which, or events on the happening of
2124	which, any additional contributions agreed to be made by each
2125	partner are to be made.
2126	(c)  For any person that is both a general partner and a
2127	limited partner, a specification of transferable interest the
2128	person owns in each capacity.
2129	(d)  Any events upon the happening of which the limited
2130	partnership is to be dissolved and its activities wound up.
2131	620.1112  Business transactions of partner with
2132	partnership.--A partner may lend money to and transact other
2133	business with the limited partnership and, subject to s.
2134	620.1408 and any other applicable provisions of this act, a
2135	partner has the same rights and obligations with respect to the
2136	loan or other transaction as a person that is not a partner.
2137	620.1113  Dual capacity.--A person may be both a general
2138	partner and a limited partner. A person that is both a general
2139	and limited partner has the rights, powers, duties, and
2140	obligations provided by this act and the partnership agreement
2141	in each of those capacities. When the person acts as a general
2142	partner, the person is subject to the obligations, duties, and
2143	restrictions under this act and the partnership agreement for
2144	general partners. When the person acts as a limited partner, the
2145	person is subject to the obligations, duties, and restrictions
2146	under this act and the partnership agreement for limited
2147	partners.
2148	620.1114  Designated office, registered office, and
2149	registered agent.--
2150	(1)  A limited partnership shall designate and continuously
2151	maintain in this state:
2152	(a)  A designated office, which need not be a place of its
2153	activity in this state.
2154	(b)  A registered agent for service of process upon the
2155	limited partnership and a registered office, which shall be the
2156	address of its registered agent.
2157	(2)  A foreign limited partnership shall designate and
2158	continuously maintain in this state a registered agent for
2159	service of process and a registered office, which shall be the
2160	address of its registered agent.
2161	(3)  A registered agent of a limited partnership or foreign
2162	limited partnership must be an individual who is a resident of
2163	this state or other person authorized to do business in this
2164	state.
2165	620.1115  Change of registered agent or registered
2166	office.--
2167	(1)  In order to change its registered agent or registered
2168	office address, a limited partnership or a foreign limited
2169	partnership may deliver to the Department of State for filing a
2170	statement of change containing:
2171	(a)  The name of the limited partnership or foreign limited
2172	partnership.
2173	(b)  The name of its current registered agent.
2174	(c)  If the registered agent is to be changed, the name and
2175	written acceptance of the new registered agent.
2176	(d)  The street address of its current registered office
2177	address for its registered agent.
2178	(e)  If the registered office address is to be changed, the
2179	new street address in this state of such office.
2180	(2)  A statement of change is effective when filed by the
2181	Department of State.
2182	(3)  The changes described in this section may also be made
2183	on the limited partnership or foreign limited partnership's
2184	annual report filed with the Department of State.
2185	620.1116  Resignation of registered agent.--
2186	(1)  In order to resign as registered agent of a limited
2187	partnership or foreign limited partnership, the agent must
2188	deliver to the Department of State for filing a signed statement
2189	of resignation containing the name of the limited partnership or
2190	foreign limited partnership.
2191	(2)  After filing the statement with the Department of
2192	State, the registered agent shall mail a copy to the limited
2193	partnership's or foreign limited partnership's current mailing
2194	address.
2195	(3)  A registered agent is terminated on the 31st day after
2196	the Department of State files the statement of resignation.
2197	620.1117  Service of process.--
2198	(1)  A registered agent appointed by a limited partnership
2199	or foreign limited partnership is an agent of the limited
2200	partnership or foreign limited partnership for service of any
2201	process, notice, or demand required or permitted by law to be
2202	served upon the limited partnership or foreign limited
2203	partnership.
2204	(2)  If a limited partnership or foreign limited
2205	partnership does not appoint or maintain a registered agent in
2206	this state or the registered agent cannot with reasonable
2207	diligence be found at the address of the registered office, the
2208	Department of State shall be an agent of the limited partnership
2209	or foreign limited partnership upon whom process, notice, or
2210	demand may be served.
2211	(3)  Service of any process, notice, or demand on the
2212	Department of State may be made by delivering to and leaving
2213	with the Department of State duplicate copies of the process,
2214	notice, or demand. If a process, notice, or demand is served on
2215	the Department of State, the Department of State shall forward
2216	one of the copies by registered or certified mail, return
2217	receipt requested, to the limited partnership or foreign limited
2218	partnership at its designated office.
2219	(4)  Service is effected under subsection (3) at the
2220	earliest of:
2221	(a)  The date the limited partnership or foreign limited
2222	partnership receives the process, notice, or demand;
2223	(b)  The date shown on the return receipt, if signed on
2224	behalf of the limited partnership or foreign limited
2225	partnership; or
2226	(c)  Five days after the process, notice, or demand is
2227	deposited in the mail, if mailed postpaid and correctly
2228	addressed.
2229	(5)  The Department of State shall keep a record of each
2230	process, notice, and demand served pursuant to this section and
2231	record the time of, and the action taken regarding, the service.
2232	(6)  This section does not affect the right to serve
2233	process, notice, or demand in any other manner provided by law.
2234	620.1118  Consent and proxies of partners.--Subject to the
2235	management and approval rights described in s. 620.1406, an
2236	action requiring the consent of partners under this act may be
2237	taken without a meeting, and a partner may appoint a proxy to
2238	consent or otherwise act for the partner by a record appointing
2239	the proxy that is signed, either personally or by the partner's
2240	attorney in fact.
2241	620.1201  Formation of limited partnership; certificate of
2242	limited partnership.--
2243	(1)  In order for a limited partnership to be formed, a
2244	certificate of limited partnership must be delivered to the
2245	Department of State for filing. The certificate must state:
2246	(a)  The name of the limited partnership, which must comply
2247	with s. 620.1108.
2248	(b)  The street and mailing address of the initial
2249	designated office of the limited partnership, and the name,
2250	street address in this state, and written acceptance of the
2251	initial registered agent.
2252	(c)  The name and the business address of each general
2253	partner; each general partner that is not an individual must be
2254	organized or otherwise registered with the Department of State
2255	as required by law, must maintain an active status, and must not
2256	be dissolved, revoked, or withdrawn.
2257	(d)  Whether the limited partnership is a limited liability
2258	limited partnership.
2259	(e)  Any additional information which may be required by s.
2260	620.2104 or s. 620.2108.
2261	(2)  A certificate of limited partnership may also contain
2262	any other matters, but may not vary or otherwise affect the
2263	provisions specified in s. 620.1110(2) in a manner inconsistent
2264	with that section.
2265	(3)  If there has been substantial compliance with
2266	subsection (1), then subject to s. 620.1206(3), a limited
2267	partnership is formed when the Department of State files the
2268	certificate of limited partnership.
2269	(4)  Subject to subsection (2), if any provision of a
2270	partnership agreement is inconsistent with the filed certificate
2271	of limited partnership, or with a filed statement of
2272	dissociation, termination, or change, a filed certificate of
2273	conversion or merger, or a certificate of dissolution or
2274	revocation of dissolution, involving the limited partnership:
2275	(a)  The partnership agreement prevails as to partners and
2276	transferees.
2277	(b)  The filed certificate of limited partnership,
2278	statement of dissociation, termination, or change, certificate
2279	of conversion or merger, or certificate of dissolution or
2280	revocation of dissolution prevails as to persons, other than
2281	partners and transferees, that reasonably rely on the filed
2282	record to their detriment.
2283	620.1202  Amendment or restatement of certificate.--
2284	(1)  In order to amend or restate its certificate of
2285	limited partnership, a limited partnership must deliver to the
2286	Department of State for filing an amendment or restatement or,
2287	pursuant to s. 620.2108, certificate of merger stating:
2288	(a)  The name of the limited partnership.
2289	(b)  The date of filing of its initial certificate.
2290	(c)  The changes the amendment or restatement makes to the
2291	certificate as most recently amended or restated.
2292	(2)  A limited partnership shall promptly deliver to the
2293	Department of State for filing an amendment to or restatement of
2294	a certificate of limited partnership to reflect:
2295	(a)  The admission of a new general partner;
2296	(b)  The dissociation of a person as a general partner; or
2297	(c)  The appointment of a person to wind up the limited
2298	partnership's activities under s. 620.1803(3) or (4).
2299	(3)  A general partner that knows that any information in a
2300	filed certificate of limited partnership was false when the
2301	certificate was filed or has become false due to changed
2302	circumstances shall promptly:
2303	(a)  Cause the certificate to be amended or restated; or
2304	(b)  If appropriate, deliver to the Department of State for
2305	filing a statement of change pursuant to s. 620.1115 or a
2306	statement of correction pursuant to s. 620.1207.
2307	(4)  A certificate of limited partnership may be amended or
2308	restated at any time for any other proper purpose as determined
2309	by the limited partnership.
2310	(5)  Subject to s. 620.1206(3), an amendment or restated
2311	certificate is effective when filed by the Department of State.
2312	(6)  A limited partnership may, whenever desired, integrate
2313	into a single instrument all of the provisions of its
2314	certificate of limited partnership which are then in effect and
2315	operative as a result of there having theretofore been filed
2316	with the Department of State one or more certificates or other
2317	instruments pursuant to any provision of this section, and the
2318	limited partnership may at the same time further amend its
2319	certificate of limited partnership by adopting a restated
2320	certificate of limited partnership in accordance with
2321	subsections (7)-(10).
2322	(7)  If the restated certificate of limited partnership
2323	merely restates and integrates but does not further amend the
2324	initial certificate of limited partnership, as theretofore
2325	amended or restated by any instrument that was executed and
2326	filed pursuant to any of the subsections in this section, the
2327	restated certificate shall be specifically designated in its
2328	heading as a "Restated Certificate of Limited Partnership,"
2329	together with such other words as the limited partnership may
2330	deem appropriate, and shall be executed by at least one general
2331	partner and filed as provided by this act with the Department of
2332	State. If the restated certificate restates and integrates and
2333	also further amends in any respect the initial certificate of
2334	limited partnership, as theretofore amended or restated, the
2335	restated certificate shall be specifically designated in its
2336	heading as an "Amended and Restated Certificate of Limited
2337	Partnership," together with such other words as the limited
2338	partnership may deem appropriate, and shall be executed by at
2339	least one general partner and by each other general partner
2340	designated in the restated certificate of limited partnership as
2341	a new general partner and filed as provided by this act with the
2342	Department of State.
2343	(8)  A restated certificate of limited partnership shall
2344	state, either in its heading or in an introductory paragraph,
2345	the limited partnership's present name, and, if it has been
2346	changed, the name under which it was originally filed; the date
2347	of filing of its original certificate of limited partnership
2348	with the Department of State; and, subject to s. 620.1206(3),
2349	the delayed effective date or time, which shall be a date or
2350	time certain, of the restated certificate if it is not to be
2351	effective upon the filing of the restated certificate. A
2352	restated certificate shall also state that it was duly executed
2353	and is being filed in accordance with this section. If the
2354	restated certificate only restates and integrates and does not
2355	further amend the limited partnership's certificate of limited
2356	partnership as theretofore amended or supplemented and there is
2357	no discrepancy between those provisions and the restated
2358	certificate, it shall state that fact as well.
2359	(9)  Upon the filing of the restated certificate of limited
2360	partnership with the Department of State, or upon the delayed
2361	effective date or time of a restated certificate of limited
2362	partnership as provided for therein, the initial certificate of
2363	limited partnership, as theretofore amended or supplemented,
2364	shall be superseded. Thereafter, the restated certificate of
2365	limited partnership, including any further amendment or changes
2366	made thereby, shall be the certificate of limited partnership of
2367	the limited partnership, but the original effective date of
2368	formation shall remain unchanged.
2369	(10)  Any amendment or change effected in accordance with
2370	subsections (7)-(9) and this subsection shall be subject to any
2371	other provisions of this act, not inconsistent with this
2372	section, which would apply if a separate certificate of
2373	amendment were filed to effect such amendment or change.
2374	620.1203  Certificate of dissolution; statement of
2375	termination.--
2376	(1)  A certificate of dissolution shall be filed with the
2377	Department of State in accordance with s. 620.1801(2) and set
2378	forth:
2379	(a)  The name of the limited partnership.
2380	(b)  The date of filing of its initial certificate of
2381	limited partnership.
2382	(c)  The reason for filing the certificate of dissolution.
2383	(d)  Any other information as determined by the general
2384	partners filing the statement or by a person appointed pursuant
2385	to s. 620.1803(3) or (4).
2386	(2)  If there has been substantial compliance with
2387	subsection (1), then subject to s. 620.1206(3) the dissolution
2388	of the limited partnership shall be effective when the
2389	Department of State files the certificate of dissolution.
2390	(3)  A dissolved limited partnership that has completed
2391	winding up may deliver to the Department of State for filing a
2392	statement of termination that states:
2393	(a)  The name of the limited partnership.
2394	(b)  The date of filing of its initial certificate of
2395	limited partnership.
2396	(c)  The limited partnership has completed winding up its
2397	affairs and wishes to file a statement of termination.
2398	(d)  Any other information as determined by the general
2399	partners filing the statement or by a person appointed pursuant
2400	to s. 620.1803(3) or (4).
2401	620.1204  Signing of records.--
2402	(1)  Each record delivered to the Department of State for
2403	filing pursuant to this act must be signed in the following
2404	manner:
2405	(a)  An initial certificate of limited partnership must be
2406	signed by all general partners listed in the certificate of
2407	limited partnership.
2408	(b)  An amendment adding or deleting a statement that the
2409	limited partnership is a limited liability limited partnership
2410	must be signed by all general partners listed in the certificate
2411	of limited partnership.
2412	(c)  An amendment designating as general partner a person
2413	admitted under s. 620.1801(1)(c) following the dissociation of a
2414	limited partnership's last general partner must be signed by
2415	that person.
2416	(d)  An amendment required by s. 620.1803(3) following the
2417	appointment of a person to wind up the dissolved limited
2418	partnership's activities must be signed by that person.
2419	(e)  Any other amendment must be signed by:
2420	1.  At least one general partner listed in the certificate
2421	of limited partnership.
2422	2.  Each other person designated in the amendment as a new
2423	general partner.
2424	3.  Each person that the amendment indicates has
2425	dissociated as a general partner, unless:
2426	a.  The person is deceased or a guardian or general
2427	conservator has been appointed for the person and the amendment
2428	so states; or
2429	b.  The person has previously delivered to the Department
2430	of State for filing a statement of dissociation.
2431	(f)  A restated certificate of limited partnership must be
2432	signed by at least one general partner listed in the
2433	certificate, and, to the extent the restated certificate of
2434	limited partnership effects a change described under any other
2435	paragraph of this subsection, the certificate of limited
2436	partnership must also be signed in a manner that satisfies that
2437	paragraph.
2438	(g)  A certificate of dissolution, a statement of
2439	termination, and a certificate of revocation of dissolution must
2440	be signed by all general partners listed in the certificate of
2441	limited partnership or, if the certificate of limited
2442	partnership of a dissolved limited partnership lists no general
2443	partners, by the person appointed pursuant to s. 620.803(3) or
2444	(4) to wind up the dissolved limited partnership's activities.
2445	(h)  A certificate of conversion must be signed as provided
2446	in s. 620.2104(1).
2447	(i)  A certificate of merger must be signed as provided in
2448	s. 620.2108(1).
2449	(j)  Any other record delivered on behalf of a limited
2450	partnership to the Department of State for filing must be signed
2451	by at least one general partner listed in the certificate of
2452	limited partnership.
2453	(k)  A statement by a person pursuant to s. 620.1605(1)(d)
2454	stating that the person has dissociated as a general partner
2455	must be signed by that person.
2456	(l)  A statement of withdrawal by a person pursuant to s.
2457	620.1306 must be signed by that person.
2458	(m)  A record delivered on behalf of a foreign limited
2459	partnership to the Department of State for filing must be signed
2460	by at least one general partner of the foreign limited
2461	partnership.
2462	(n)  Any other record delivered on behalf of any person to
2463	the Department of State for filing must be signed by that
2464	person.
2465	(2)  Any person may sign by an attorney in fact any record
2466	to be filed pursuant to this act.
2467	620.1205  Signing and filing pursuant to judicial order.--
2468	(1)  If a person required by this act to sign a record or
2469	deliver a record to the Department of State for filing does not
2470	do so, any other person that is aggrieved may petition the
2471	circuit court to order:
2472	(a)  The person to sign the record;
2473	(b)  The person to deliver the record to the Department of
2474	State for filing; or
2475	(c)  The Department of State to file the record unsigned.
2476	(2)  If the person aggrieved under subsection (1) is not
2477	the limited partnership or foreign limited partnership to which
2478	the record pertains, the aggrieved person shall make the limited
2479	partnership or foreign limited partnership a party to the
2480	action. A person aggrieved under subsection (1) may seek the
2481	remedies provided in subsection (1) in the same action in
2482	combination or in the alternative.
2483	(3)  A record filed unsigned pursuant to this section is
2484	effective without being signed.
2485	620.1206  Delivery to and filing of records by Department
2486	of State; effective time and date.--
2487	(1)  A record authorized or required to be delivered to the
2488	Department of State for filing under this act must be captioned
2489	to describe the record's purpose, be in a medium permitted by
2490	the Department of State, and be delivered to the Department of
2491	State. Unless the Department of State determines that a record
2492	does not comply with the filing requirements of this act, and if
2493	all filing fees have been paid, the Department of State shall
2494	file the record.
2495	(2)  Upon request and payment of a fee, the Department of
2496	State shall send to the requester a certified copy of the
2497	requested record.
2498	(3)  Except as otherwise provided in ss. 620.1116 and
2499	620.1207, a record delivered to the Department of State for
2500	filing under this act may specify an effective time and a
2501	delayed effective date. Except as otherwise provided in this
2502	act, a record filed by the Department of State is effective:
2503	(a)  If the record does not specify an effective time and
2504	does not specify a delayed effective date, on the date and at
2505	the time the record is filed as evidenced by the Department of
2506	State's endorsement of the date and time on the record;
2507	(b)  If the record specifies an effective time but not a
2508	delayed effective date, on the date the record is filed at the
2509	time specified in the record;
2510	(c)  If the record specifies a delayed effective date but
2511	not an effective time, at 12:01 a.m. on the earlier of:
2512	1.  The specified date; or
2513	2.  The 90th day after the record is filed; or
2514	(d)  If the record specifies an effective time and a
2515	delayed effective date, at the specified time on the earlier of:
2516	1.  The specified date; or
2517	2.  The 90th day after the record is filed.
2518	620.1207  Correcting filed record.--
2519	(1)  A limited partnership or foreign limited partnership
2520	may deliver to the Department of State for filing a statement of
2521	correction to correct a record previously delivered by the
2522	limited partnership or foreign limited partnership to the
2523	Department of State and filed by the Department of State, if at
2524	the time of filing the record contained false or erroneous
2525	information or was defectively signed.
2526	(2)  A statement of correction may not state a delayed
2527	effective date and must:
2528	(a)  Describe the record to be corrected, including its
2529	filing date.
2530	(b)  Specify the incorrect information and the reason it is
2531	incorrect or the manner in which the signing was defective.
2532	(c)  Correct the incorrect information or defective
2533	signature.
2534	(3)  When filed by the Department of State, a statement of
2535	correction is effective retroactively as of the effective date
2536	of the record the statement corrects, but the statement is
2537	effective when filed:
2538	(a)  For the purposes of s. 620.103(3) and (4).
2539	(b)  As to persons relying on the uncorrected record and
2540	adversely affected by the correction.
2541	620.1208  Liability for false information in filed
2542	record.--
2543	(1)  If a record delivered to the Department of State for
2544	filing under this act and filed by the Department of State
2545	contains false information, a person that suffers loss by
2546	reliance on the information may recover damages for the loss
2547	from:
2548	(a)  A person that signed the record, or caused another to
2549	sign the record on the person's behalf, and knew the information
2550	to be false at the time the record was signed.
2551	(b)  A general partner that has notice the information was
2552	false when the record was filed or has become false because of
2553	changed circumstances, if the general partner has notice for a
2554	reasonably sufficient time before the information is relied upon
2555	to enable the general partner to effect an amendment pursuant to
2556	s. 620.1202, file a petition pursuant to s. 620.1205, or deliver
2557	to the Department of State for filing a statement of change
2558	pursuant to s. 620.1115 or a statement of correction pursuant to
2559	s. 620.1207.
2560	(2)  Signing a record authorized or required to be filed
2561	under this act constitutes an affirmation under the penalties of
2562	perjury that the facts stated in the record are true.
2563	620.1209  Certificate of status.--
2564	(1)  The Department of State, upon request and payment of
2565	the requisite fee, shall furnish a certificate of status for a
2566	limited partnership if the records filed in the Department of
2567	State show that the Department of State has filed a certificate
2568	of limited partnership. A certificate of status must state:
2569	(a)  The limited partnership's name.
2570	(b)  That the limited partnership was duly formed under the
2571	laws of this state and the date of formation.
2572	(c)  Whether all fees and penalties due to the Department
2573	of State under this act have been paid.
2574	(d)  Whether the limited partnership's most recent annual
2575	report required by s. 620.1210 has been filed by the Department
2576	of State.
2577	(e)  Whether the Department of State has administratively
2578	dissolved the limited partnership or received a record notifying
2579	the Department of State that the limited partnership has been
2580	dissolved by judicial action pursuant to s. 620.1802;
2581	(f)  Whether the Department of State has filed a
2582	certificate of dissolution for the limited partnership.
2583	(g)  Whether the Department of State has filed a statement
2584	of termination for the limited partnership.
2585	(2)  The Department of State, upon request and payment of
2586	the requisite fee, shall furnish a certificate of status for a
2587	foreign limited partnership if the records filed in the
2588	Department of State show that the Department of State has filed
2589	a certificate of authority. A certificate of status must state:
2590	(a)  The foreign limited partnership's name and any
2591	alternate name adopted under s. 620.1905(1) for use in this
2592	state.
2593	(b)  That the foreign limited partnership is authorized to
2594	transact business in this state.
2595	(c)  Whether all fees and penalties due to the Department
2596	of State under this act or other law have been paid.
2597	(d)  Whether the foreign limited partnership's most recent
2598	annual report required by s. 620.1210 has been filed by the
2599	Department of State.
2600	(e)  Whether the Department of State has revoked the
2601	foreign limited partnership's certificate of authority or filed
2602	a notice of cancellation.
2603	(3)  Subject to any qualification stated in the
2604	certificate, a certificate of status issued by the Department of
2605	State may be relied upon as conclusive evidence that the limited
2606	partnership or foreign limited partnership is in existence or is
2607	authorized to transact business in this state.
2608	620.1210  Annual report for Department of State.--
2609	(1)  A limited partnership or a foreign limited partnership
2610	authorized to transact business in this state shall deliver to
2611	the Department of State for filing an annual report that states:
2612	(a)  The name of the limited partnership or, if a foreign
2613	limited partnership, the name under which the foreign limited
2614	partnership is registered to transact business in this state.
2615	(b)  The street and mailing address of the limited
2616	partnership or foreign limited partnership, the name of its
2617	registered agent in this state, and the street address of its
2618	registered office in this state.
2619	(c)  The name and business address of each general partner.
2620	Each general partner that is not an individual must be organized
2621	or otherwise registered with the Department of State as required
2622	by law, must maintain an active status, and must not be
2623	dissolved, revoked, or withdrawn.
2624	(d)  Federal Employer Identification number.
2625	(e)  Any additional information that is necessary or
2626	appropriate to enable the Department of State to carry out the
2627	provisions of this act.
2628	(2)  Information in an annual report must be current as of
2629	the date the annual report is delivered to the Department of
2630	State for filing.
2631	(3)  The first annual report must be delivered to the
2632	Department of State between January 1 and May 1 of the year
2633	following the calendar year in which a limited partnership was
2634	formed or a foreign limited partnership was authorized to
2635	transact business. An annual report must be delivered to the
2636	Department of State between January 1 and May 1 of each
2637	subsequent calendar year.
2638	(4)  If an annual report does not contain the information
2639	required in subsection (1), the Department of State shall
2640	promptly notify the reporting limited partnership or foreign
2641	limited partnership and return the report to it for correction.
2642	If the report is corrected to contain the information required
2643	in subsection (1) and delivered to the Department of State
2644	within 30 days after the effective date of the notice, it is
2645	timely delivered.
2646	(5)  If a filed annual report contains the address of a
2647	designated office, name of a registered agent, or registered
2648	office address which differs from the information shown in the
2649	records of the Department of State immediately before the
2650	filing, the differing information in the annual report is
2651	considered a statement of change under s. 620.1115.
2652	620.1301  Becoming limited partner.--A person becomes a
2653	limited partner:
2654	(1)  As provided in the partnership agreement;
2655	(2)  As the result of a conversion or merger involving the
2656	limited partnership under this act as provided in the plan of
2657	conversion or merger; or
2658	(3)  With the consent of all the partners.
2659	620.1302  No right or power as limited partner to bind
2660	limited partnership; certain approval rights.--
2661	(1)  A limited partner does not have the right or the power
2662	as a limited partner to act for or bind the limited partnership.
2663	(2)  The limited partners have only those approval rights
2664	as are described in s. 620.1406.
2665	620.1303  No liability as limited partner for limited
2666	partnership obligations.--An obligation of a limited
2667	partnership, whether arising in contract, tort, or otherwise, is
2668	not the obligation of a limited partner. A limited partner is
2669	not personally liable, directly or indirectly, by way of
2670	contribution or otherwise, for an obligation of the limited
2671	partnership solely by reason of being a limited partner, even if
2672	the limited partner participates in the management and control
2673	of the limited partnership.
2674	620.1304  Right of limited partner and former limited
2675	partner to information.--
2676	(1)  Upon 10 days' demand, made in a record received by the
2677	limited partnership, a limited partner may inspect and copy
2678	required information during regular business hours in the
2679	limited partnership's designated office. The limited partner
2680	need not have any particular purpose for seeking the
2681	information.
2682	(2)  During regular business hours and at a reasonable
2683	location specified by the limited partnership, a limited partner
2684	may obtain from the limited partnership and inspect and copy
2685	true and full information regarding the state of the activities
2686	and financial condition of the limited partnership and other
2687	information regarding the activities of the limited partnership
2688	as is just and reasonable if:
2689	(a)  The limited partner seeks the information for a
2690	purpose reasonably related to the limited partner's interest as
2691	a limited partner.
2692	(b)  The limited partner makes a demand in a record
2693	received by the limited partnership, describing with reasonable
2694	particularity the information sought and the purpose for seeking
2695	the information.
2696	(c)  The information sought is directly connected to the
2697	limited partner's purpose.
2698	(3)  Within 10 days after receiving a demand pursuant to
2699	subsection (2), the limited partnership in a record shall inform
2700	the limited partner that made the demand:
2701	(a)  What information the limited partnership will provide
2702	in response to the demand.
2703	(b)  When and where the limited partnership will provide
2704	the information.
2705	(c)  If the limited partnership declines to provide any
2706	demanded information, the limited partnership's reasons for
2707	declining.
2708	(4)  Subject to subsection (6), a person dissociated as a
2709	limited partner may inspect and copy required information during
2710	regular business hours in the limited partnership's designated
2711	office if:
2712	(a)  The information pertains to the period during which
2713	the person was a limited partner.
2714	(b)  The person seeks the information in good faith.
2715	(c)  The person meets the requirements of subsection (2).
2716	(5)  The limited partnership shall respond to a demand made
2717	pursuant to subsection (4) in the same manner as provided in
2718	subsection (3).
2719	(6)  If a limited partner dies, s. 620.1704 applies.
2720	(7)  Subject to s. 620.1110(2)(d), the limited partnership
2721	may impose reasonable restrictions on the use of information
2722	obtained under this section. In a dispute concerning the
2723	reasonableness of a restriction under this subsection, the
2724	limited partnership has the burden of proving reasonableness.
2725	(8)  A limited partnership may charge a person that makes a
2726	demand under this section reasonable costs of copying, limited
2727	to the costs of labor and material.
2728	(9)  Whenever this act or a partnership agreement provides
2729	for a limited partner to give or withhold consent to a matter,
2730	before the consent is given or withheld, the limited partnership
2731	shall, without demand, provide the limited partner with all
2732	information material to the limited partner's decision that the
2733	limited partnership knows.
2734	(10)  A limited partner or person dissociated as a limited
2735	partner may exercise the rights under this section through an
2736	attorney or other agent. Any restriction imposed under
2737	subsection (7) or by the partnership agreement applies both to
2738	the attorney or other agent and to the limited partner or person
2739	dissociated as a limited partner.
2740	(11)  The rights stated in this section do not extend to a
2741	person as transferee but may be exercised by the legal
2742	representative of an individual under legal disability who is a
2743	limited partner or person dissociated as a limited partner.
2744	620.1305  Limited duties of limited partners.--
2745	(1)  A limited partner does not have any fiduciary duty to
2746	the limited partnership or to any other partner solely by reason
2747	of being a limited partner. To the extent a limited partner is
2748	vested with or delegated management powers or duties under the
2749	partnership agreement, the only fiduciary duties that such
2750	limited partner has to the limited partnership and the other
2751	partners with respect to the exercise of such powers or duties
2752	are those duties described in s. 620.1408, subject to the same
2753	standards and limitations that would apply to a general partner
2754	under that section with respect to the exercise of such powers
2755	or duties.
2756	(2)  A limited partner shall discharge the duties to the
2757	limited partnership and the other partners under this act or
2758	under the partnership agreement and exercise any rights
2759	consistently with the obligation of good faith and fair dealing.
2760	(3)  A limited partner does not violate a duty or
2761	obligation under this act or under the partnership agreement
2762	merely because the limited partner's conduct furthers the
2763	limited partner's own interest.
2764	620.1306  Person erroneously believing self to be limited
2765	partner.--
2766	(1)  Except as otherwise provided in subsection (2), a
2767	person that makes an investment in a business enterprise and
2768	erroneously but in good faith believes that the person has
2769	become a limited partner in the enterprise is not liable for the
2770	enterprise's obligations by reason of making the investment,
2771	receiving distributions from the enterprise, or exercising any
2772	rights of or appropriate to a limited partner, if, on
2773	ascertaining the mistake, the person:
2774	(a)  Causes an appropriate certificate of limited
2775	partnership, amendment, or statement of correction to be signed
2776	and delivered to the Department of State for filing; or
2777	(b)  Withdraws from future participation as an owner in the
2778	enterprise by signing and delivering to the Department of State
2779	for filing a statement of withdrawal under this section.
2780	(2)  A person that makes an investment described in
2781	subsection (1) is liable to the same extent as a general partner
2782	to any third party that enters into a transaction with the
2783	enterprise, believing in good faith that the person is a general
2784	partner, before the Department of State files a statement of
2785	withdrawal, certificate of limited partnership, amendment, or
2786	statement of correction to show that the person is not a general
2787	partner.
2788	(3)  If a person makes a diligent effort in good faith to
2789	comply with paragraph (1)(a) and is unable to cause the
2790	appropriate certificate of limited partnership, amendment, or
2791	statement of correction to be signed and delivered to the
2792	Department of State for filing, the person has the right to
2793	withdraw from the enterprise pursuant to paragraph (1)(b) even
2794	if the withdrawal would otherwise breach an agreement with
2795	others that are or have agreed to become coowners of the
2796	enterprise.
2797	620.1401  Becoming general partner.--A person becomes a
2798	general partner:
2799	(1)  As provided in the partnership agreement;
2800	(2)  Under s. 620.1801(1)(c) following the dissociation of
2801	a limited partnership's last general partner;
2802	(3)  As the result of a conversion or merger involving the
2803	limited partnership under this act as provided for in the plan
2804	of conversion or merger; or
2805	(4)  With the consent of all the partners.
2806	620.1402  General partner agent of limited partnership.--
2807	(1)  Each general partner is an agent of the limited
2808	partnership for the purposes of its activities. An act of a
2809	general partner, including the signing of a record in the
2810	partnership's name, for apparently carrying on in the ordinary
2811	course the limited partnership's activities or activities of the
2812	kind carried on by the limited partnership binds the limited
2813	partnership, unless the general partner did not have authority
2814	to act for the limited partnership in the particular matter and
2815	the person with which the general partner was dealing knew, had
2816	received a notification, or had notice under s. 620.1103(4) that
2817	the general partner lacked authority.
2818	(2)  An act of a general partner which is not apparently
2819	for carrying on in the ordinary course the limited partnership's
2820	activities or activities of the kind carried on by the limited
2821	partnership binds the limited partnership only if the act was
2822	approved by the other partners as provided in s. 620.1406.
2823	620.1403  Limited partnership liable for general partner's
2824	actionable conduct.--
2825	(1)  A limited partnership is liable for loss or injury
2826	caused to a person, or for a penalty incurred, as a result of a
2827	wrongful act or omission, or other actionable conduct, of a
2828	general partner acting in the ordinary course of activities of
2829	the limited partnership or with authority of the limited
2830	partnership.
2831	(2)  If, in the course of the limited partnership's
2832	activities or while acting with authority of the limited
2833	partnership, a general partner receives or causes the limited
2834	partnership to receive money or property of a person not a
2835	partner, and the money or property is misapplied by a general
2836	partner, the limited partnership is liable for the loss.
2837	620.1404  General partner's liability.--
2838	(1)  Except as otherwise provided in subsections (2) and
2839	(3), all general partners are liable jointly and severally for
2840	all obligations of the limited partnership unless otherwise
2841	agreed by the claimant or provided by law.
2842	(2)  A person that becomes a general partner of an existing
2843	limited partnership is not personally liable for an obligation
2844	of a limited partnership incurred before the person became a
2845	general partner.
2846	(3)  An obligation of a limited partnership incurred while
2847	the limited partnership is a limited liability limited
2848	partnership, whether arising in contract, tort, or otherwise, is
2849	solely the obligation of the limited partnership. A general
2850	partner is not personally liable, directly or indirectly, by way
2851	of contribution or otherwise, for such an obligation solely by
2852	reason of being or acting as a general partner. This subsection
2853	applies despite anything inconsistent in the partnership
2854	agreement that existed immediately before the consent required
2855	to become a limited liability limited partnership under s.
2856	620.1406.
2857	620.1405  Actions by and against partnership and
2858	partners.--
2859	(1)  To the extent not inconsistent with s. 620.1404, a
2860	general partner may be joined in an action against the limited
2861	partnership or named in a separate action.
2862	(2)  A judgment against a limited partnership is not by
2863	itself a judgment against a general partner. A judgment against
2864	a limited partnership may not be satisfied from a general
2865	partner's assets unless there is also a judgment against the
2866	general partner.
2867	(3)  A judgment creditor of a general partner may not levy
2868	execution against the assets of the general partner to satisfy a
2869	judgment based on a claim against the limited partnership,
2870	unless the partner is personally liable for the claim under s.
2871	620.1404 and:
2872	(a)  A judgment based on the same claim has been obtained
2873	against the limited partnership and a writ of execution on the
2874	judgment has been returned unsatisfied in whole or in part;
2875	(b)  The limited partnership is a debtor in bankruptcy;
2876	(c)  The general partner has agreed that the creditor need
2877	not exhaust limited partnership assets;
2878	(d)  A court grants permission to the judgment creditor to
2879	levy execution against the assets of a general partner based on
2880	a finding that limited partnership assets subject to execution
2881	are clearly insufficient to satisfy the judgment, that
2882	exhaustion of limited partnership assets is excessively
2883	burdensome, or that the grant of permission is an appropriate
2884	exercise of the court's equitable powers; or
2885	(e)  Liability is imposed on the general partner by law or
2886	contract independent of the existence of the limited
2887	partnership.
2888	620.1406  Management rights of general partner; approval
2889	rights of other partners.--
2890	(1)  Each general partner has equal rights in the
2891	management and conduct of the limited partnership's activities.
2892	Any matter relating to the activities of the limited partnership
2893	may be exclusively decided by the general partner or, if there
2894	is more than one general partner, by a majority of the general
2895	partners, except that the following actions require the approval
2896	of all general partners:
2897	(a)  Amending the partnership agreement or the certificate
2898	of limited partnership, including any statement changing the
2899	status of the limited partnership to a limited liability limited
2900	partnership or deleting a statement that the limited partnership
2901	is a limited liability limited partnership.
2902	(b)  Admitting a limited partner under s. 620.1301.
2903	(c)  Admitting a general partner under s. 620.1401.
2904	(d)  Compromising a partner's obligation to make
2905	contributions under s. 620.1502 or return an improper
2906	distribution under s. 620.1508.
2907	(e)  Expelling a limited partner under s. 620.1601.
2908	(f)  Redeeming a transferable interest subject to a
2909	charging order under s. 620.1703.
2910	(g)  Dissolving the limited partnership under s. 620.1801.
2911	(h)  Approving a plan of conversion under s. 620.2103 or a
2912	plan of merger under s. 620.2107.
2913	(i)  Selling, leasing, exchanging, or otherwise disposing
2914	of all, or substantially all, of the limited partnership's
2915	property, with or without good will, other than in the usual and
2916	regular course of the limited partnership's activities.
2917	(2)  The expulsion of a general partner under s. 620.1603
2918	shall require the consent of all of the other general partners.
2919	(3)  In addition to the approval of the general partners
2920	required by subsections (1) and (2), the approval of all limited
2921	partners shall be required to take any of the actions under
2922	subsection (1) or subsection (2) with the exception of a
2923	transaction described in paragraph (1)(h) or a transaction
2924	described in paragraph (1)(i).
2925	(4)  The approval of a plan of conversion under s. 620.2103
2926	or a plan of merger under s. 620.2107 shall require the consent
2927	of the limited partners in the manner described therein.
2928	(5)  A transaction described in paragraph (1)(i) shall
2929	require approval of limited partners owning a majority of the
2930	rights to receive distributions as limited partners at the time
2931	the consent is to be effective
2932	(6)  A limited partnership shall reimburse a general
2933	partner for payments made and indemnify a general partner for
2934	liabilities incurred by the general partner in the ordinary
2935	course of the activities of the partnership or for the
2936	preservation of its activities or property if such payments were
2937	made or such liabilities were incurred in good faith and either
2938	in the furtherance of the limited partnership's purposes or the
2939	ordinary scope of its activities.
2940	(7)  A limited partnership shall reimburse a general
2941	partner for an advance to the limited partnership beyond the
2942	amount of capital the general partner agreed to contribute.
2943	(8)  A payment or advance made by a general partner which
2944	gives rise to an obligation of the limited partnership under
2945	subsection (6) or subsection (7) constitutes a loan to the
2946	limited partnership which accrues interest from the date of the
2947	payment or advance.
2948	(9)  A general partner is not entitled to remuneration for
2949	services performed for the partnership.
2950	620.1407  Right of general partner and former general
2951	partner to information.--
2952	(1)  A general partner, without having any particular
2953	purpose for seeking the information, may inspect and copy during
2954	regular business hours:
2955	(a)  In the limited partnership's designated office,
2956	required information.
2957	(b)  At a reasonable location specified by the limited
2958	partnership, any other records maintained by the limited
2959	partnership regarding the limited partnership's activities and
2960	financial condition.
2961	(2)  Each general partner and the limited partnership shall
2962	furnish to a general partner:
2963	(a)  Without demand, any information concerning the limited
2964	partnership's activities, reasonably required for the proper
2965	exercise of the general partner's rights and duties under the
2966	partnership agreement or this act.
2967	(b)  On demand, any other information concerning the
2968	limited partnership's activities, except to the extent the
2969	demand or the information demanded is unreasonable or otherwise
2970	improper under the circumstances.
2971	(3)  Subject to subsection (5), upon 10 days' demand made
2972	in a record received by the limited partnership, a person
2973	dissociated as a general partner may have access to the
2974	information and records described in subsection (1) at the
2975	location specified in subsection (1) if:
2976	(a)  The information or record pertains to the period
2977	during which the person was a general partner.
2978	(b)  The person seeks the information or record in good
2979	faith.
2980	(c)  The person satisfies the requirements imposed on a
2981	limited partner by s. 620.1304(2).
2982	(4)  The limited partnership shall respond to a demand made
2983	pursuant to subsection (3) in the same manner as provided in s.
2984	620.1304(3).
2985	(5)  If a general partner dies, s. 620.1704 applies.
2986	(6)  The limited partnership may impose reasonable
2987	restrictions on the use of information under this section. In
2988	any dispute concerning the reasonableness of a restriction under
2989	this subsection, the limited partnership has the burden of
2990	proving reasonableness.
2991	(7)  A limited partnership may charge a person dissociated
2992	as a general partner that makes a demand under this section
2993	reasonable costs of copying, limited to the costs of labor and
2994	material.
2995	(8)  A general partner or person dissociated as a general
2996	partner may exercise the rights under this section through an
2997	attorney or other agent. Any restriction imposed under
2998	subsection (6) or by the partnership agreement applies both to
2999	the attorney or other agent and to the general partner or person
3000	dissociated as a general partner.
3001	(9)  The rights under this section do not extend to a
3002	person as transferee, but the rights under subsection (3) of a
3003	person dissociated as a general partner may be exercised by the
3004	legal representative of an individual who dissociated as a
3005	general partner under s. 620.603(7)(b) or (c).
3006	620.1408  General standards of conduct for general
3007	partner.--
3008	(1)  The only fiduciary duties that a general partner has
3009	to the limited partnership and the other partners are the duties
3010	of loyalty and care under subsections (2) and (3).
3011	(2)  A general partner's duty of loyalty to the limited
3012	partnership and the other partners is limited to the following:
3013	(a)  To account to the limited partnership and hold as
3014	trustee for it any property, profit, or benefit derived by the
3015	general partner in the conduct and winding up of the limited
3016	partnership's activities or derived from a use by the general
3017	partner of limited partnership property, including the
3018	appropriation of a limited partnership opportunity.
3019	(b)  To refrain from dealing with the limited partnership
3020	in the conduct or winding up of the limited partnership's
3021	activities as or on behalf of a party having an interest adverse
3022	to the limited partnership.
3023	(c)  To refrain from competing with the limited partnership
3024	in the conduct of the limited partnership's activities.
3025	(3)  A general partner's duty of care to the limited
3026	partnership and the other partners in the conduct and winding up
3027	of the limited partnership's activities is limited to refraining
3028	from engaging in grossly negligent or reckless conduct,
3029	intentional misconduct, or a knowing violation of law.
3030	(4)  A general partner shall discharge the duties to the
3031	partnership and the other partners under this act or under the
3032	partnership agreement and exercise any rights consistently with
3033	the obligation of good faith and fair dealing.
3034	(5)  A general partner does not violate a duty or
3035	obligation under this act or under the partnership agreement
3036	merely because the general partner's conduct furthers the
3037	general partner's own interest.
3038	620.1501  Form of contribution.--A contribution of a
3039	partner may consist of tangible or intangible property or other
3040	benefit to the limited partnership, including money, services
3041	performed, promissory notes, other agreements to contribute cash
3042	or property, and contracts for services to be performed.
3043	620.1502  Liability for contribution.--
3044	(1)  A partner's obligation to contribute money or other
3045	property or other benefit to, or to perform services for, a
3046	limited partnership shall be in a record signed by the partner,
3047	and such obligation shall not be excused by the partner's death,
3048	disability, or other inability to perform personally.
3049	(2)  If a partner does not make a promised nonmonetary
3050	contribution, the partner is obligated at the option of the
3051	limited partnership to contribute money equal to that portion of
3052	the value, as stated in the required information, of the stated
3053	contribution which has not been made.
3054	(3)  The obligation of a partner to make a contribution or
3055	return money or other property paid or distributed in violation
3056	of this act may be compromised only by consent of all partners.
3057	A creditor of a limited partnership which extends credit or
3058	otherwise acts in reliance on an obligation described in
3059	subsection (1), without notice of any compromise under this
3060	subsection, may enforce the original obligation.
3061	(4)  A partnership agreement may provide that the interest
3062	of any partner who fails to make any contribution that the
3063	partner is obligated to make shall be subject to specified
3064	penalties for, or specified consequences of, such failure. Such
3065	penalty or consequence may take the form of reducing the
3066	partner's proportionate interest in the limited partnership,
3067	subordinating the partner's partnership interests to that of
3068	nondefaulting partners, a forced sale, or the forfeiture of the
3069	partner's interest in the limited partnership, the lending by
3070	other partners of the amount necessary to meet the partner's
3071	commitment, a fixing of the value of the partner's interest in
3072	the limited partnership by appraisal or by formula and
3073	redemption or sale of such interest at such value, or other
3074	penalty or consequence.
3075	620.1503  Sharing of profits, losses, and distributions.--
3076	(1)  Profits and losses of a limited partnership shall be
3077	allocated among the partners on the basis of the value, as
3078	stated in the required records when the limited partnership
3079	makes the allocations, of the contributions the limited
3080	partnership has received from each partner.
3081	(2)  Distributions by a limited partnership shall be shared
3082	by the partners on the basis of the value, as stated in the
3083	required records when the limited partnership decides to make
3084	the distribution, of the contributions the limited partnership
3085	has received from each partner.
3086	620.1504  Interim distributions.--A partner does not have a
3087	right to any distribution before the dissolution and winding up
3088	of the limited partnership unless the limited partnership
3089	decides to make an interim distribution.
3090	620.1505  No distribution on account of dissociation.--A
3091	person does not have a right to receive a distribution on
3092	account of dissociation.
3093	620.1506  Distribution in kind.--A partner does not have a
3094	right to demand or receive any distribution from a limited
3095	partnership in any form other than cash. Subject to s. 620.1813,
3096	a limited partnership may distribute an asset in kind to the
3097	extent each partner receives a percentage of the asset equal to
3098	the partner's share of distributions.
3099	620.1507  Right to distribution.--When a partner or
3100	transferee becomes entitled to receive a distribution, the
3101	partner or transferee has the status of, and is entitled to all
3102	remedies available to, a creditor of the limited partnership
3103	with respect to the distribution. However, the limited
3104	partnership's obligation to make a distribution is subject to
3105	offset for any amount owed to the limited partnership by the
3106	partner or dissociated partner on whose account the distribution
3107	is made.
3108	620.1508  Limitations on distribution.--
3109	(1)  A limited partnership may not make a distribution in
3110	violation of the partnership agreement.
3111	(2)  A limited partnership may not make a distribution if
3112	after the distribution:
3113	(a)  The limited partnership would not be able to pay its
3114	debts as they become due in the ordinary course of the limited
3115	partnership's activities; or
3116	(b)  The limited partnership's total assets would be less
3117	than the sum of its total liabilities plus the amount that would
3118	be needed, if the limited partnership were to be dissolved,
3119	wound up, and terminated at the time of the distribution, to
3120	satisfy the preferential rights upon dissolution, winding up,
3121	and termination of partners whose preferential rights are
3122	superior to those of persons receiving the distribution.
3123	(3)  A limited partnership may base a determination that a
3124	distribution is not prohibited under subsection (2) on financial
3125	statements prepared on the basis of accounting practices and
3126	principles that are reasonable in the circumstances or on a fair
3127	valuation or other method that is reasonable in the
3128	circumstances.
3129	(4)  Except as otherwise provided in subsection (7), the
3130	effect of a distribution under subsection (2) is measured:
3131	(a)  In the case of distribution by purchase, redemption,
3132	or other acquisition of a transferable interest in the limited
3133	partnership, as of the date money or other property is
3134	transferred or debt incurred by the limited partnership.
3135	(b)  In all other cases, as of the date:
3136	1.  The distribution is authorized, if the payment occurs
3137	within 120 days after that date; or
3138	2.  The payment is made, if payment occurs more than 120
3139	days after the distribution is authorized.
3140	(5)  A limited partnership's indebtedness to a partner
3141	incurred by reason of a distribution made in accordance with
3142	this section is at parity with the limited partnership's
3143	indebtedness to its general, unsecured creditors.
3144	(6)  A limited partnership's indebtedness, including
3145	indebtedness issued in connection with or as part of a
3146	distribution, is not considered a liability for purposes of
3147	subsection (2) if the terms of the indebtedness provide that
3148	payment of principal and interest are made only to the extent
3149	that a distribution could then be made to partners under this
3150	section.
3151	(7)  If indebtedness is issued as a distribution, each
3152	payment of principal or interest on the indebtedness is treated
3153	as a distribution, the effect of which is measured on the date
3154	the payment is made.
3155	620.1509  Liability for improper distributions.--
3156	(1)  A general partner that consents to a distribution made
3157	in violation of s. 620.1508 is personally liable to the limited
3158	partnership for the amount of the distribution which exceeds the
3159	amount that could have been distributed without the violation if
3160	it is established that in consenting to the distribution the
3161	general partner failed to comply with s. 620.1408.
3162	(2)  A partner or transferee that received a distribution
3163	knowing that the distribution to that partner or transferee was
3164	made in violation of s. 620.1508 is personally liable to the
3165	limited partnership but only to the extent that the distribution
3166	received by the partner or transferee exceeded the amount that
3167	could have been properly paid under s. 620.1508.
3168	(3)  A general partner against which an action is commenced
3169	under subsection (1) may:
3170	(a)  Implead in the action any other person that is liable
3171	under subsection (1) and compel contribution from the person.
3172	(b)  Implead in the action any person that received a
3173	distribution in violation of subsection (2) and compel
3174	contribution from the person in the amount the person received
3175	in violation of subsection (2).
3176	(4)  An action under this section is barred if it is not
3177	commenced within 2 years after the distribution.
3178	620.1601  Dissociation as limited partner.--
3179	(1)  A person does not have a right to dissociate as a
3180	limited partner before the termination of the limited
3181	partnership.
3182	(2)  A person is dissociated from a limited partnership as
3183	a limited partner upon the occurrence of any of the following
3184	events:
3185	(a)  The limited partnership's having notice of the
3186	person's express will to withdraw as a limited partner or on a
3187	later date specified by the person;
3188	(b)  An event agreed to in the partnership agreement as
3189	causing the person's dissociation as a limited partner;
3190	(c)  The person's expulsion as a limited partner pursuant
3191	to the partnership agreement;
3192	(d)  The person's expulsion as a limited partner by the
3193	unanimous consent of the other partners if:
3194	1.  It is unlawful to carry on the limited partnership's
3195	activities with the person as a limited partner;
3196	2.  There has been a transfer of all of the person's
3197	transferable interest in the limited partnership, other than a
3198	transfer for security purposes, or a court order charging the
3199	person's interest, which has not been foreclosed;
3200	3.  The person is a corporation and, within 90 days after
3201	the limited partnership notifies the person that the corporation
3202	will be expelled as a limited partner because the corporation
3203	has filed a certificate of dissolution or the equivalent, the
3204	corporation's charter has been revoked, or its right to conduct
3205	business has been suspended by the jurisdiction of its
3206	incorporation, and there is no revocation of the certificate of
3207	dissolution or no reinstatement of its charter or its right to
3208	conduct business; or
3209	4.  The person is a limited liability company or
3210	partnership that has been dissolved and whose business is being
3211	wound up;
3212	(e)  On application by the limited partnership, the
3213	person's expulsion as a limited partner by judicial
3214	determination because:
3215	1.  The person engaged in wrongful conduct that adversely
3216	and materially affected the limited partnership's activities;
3217	2.  The person willfully or persistently committed a
3218	material breach of the partnership agreement, any duty the
3219	person may have under s. 620.1305(1), or the obligation of good
3220	faith and fair dealing under s. 620.1305(2); or
3221	3.  The person engaged in conduct relating to the limited
3222	partnership's activities which makes it not reasonably
3223	practicable to carry on the activities with the person as
3224	limited partner;
3225	(f)  In the case of a person who is an individual, the
3226	person's death;
3227	(g)  In the case of a person that is a trust or is acting
3228	as a limited partner by virtue of being a trustee of a trust,
3229	distribution of the trust's entire transferable interest in the
3230	limited partnership, but not merely by reason of the
3231	substitution of a successor trustee;
3232	(h)  In the case of a person that is an estate or is acting
3233	as a limited partner by virtue of being a personal
3234	representative of an estate, distribution of the estate's entire
3235	transferable interest in the limited partnership, but not merely
3236	by reason of the substitution of a successor personal
3237	representative;
3238	(i)  Termination of a limited partner that is not an
3239	individual, partnership, limited liability company, corporation,
3240	trust, or estate; or
3241	(j)  The limited partnership's participation in a
3242	conversion or merger under this act, if the limited partnership:
3243	1.  Is not the converted or surviving entity; or
3244	2.  Is the converted or surviving entity but, as a result
3245	of the conversion or merger, the person ceases to be a limited
3246	partner.
3247	620.1602  Effect of dissociation as limited partner.--
3248	(1)  Upon a person's dissociation as a limited partner:
3249	(a)  Subject to s. 620.1704, the person does not have
3250	further rights as a limited partner.
3251	(b)  The person's obligation of good faith and fair dealing
3252	as a limited partner under s. 620.1305(2) continues only as to
3253	matters arising and events occurring before the dissociation and
3254	such person's duties, if any, under s. 620.1305(1) terminate or
3255	continue in the same manner as provided in s. 620.1605(1)(b) and
3256	(c).
3257	(c)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3258	transferable interest owned by the person in the person's
3259	capacity as a limited partner immediately before dissociation is
3260	owned by the person as a mere transferee.
3261	(2)  A person's dissociation as a limited partner does not
3262	of itself discharge the person from any obligation to the
3263	limited partnership or the other partners which the person
3264	incurred while a limited partner.
3265	620.1603  Dissociation as general partner.--A person is
3266	dissociated from a limited partnership as a general partner upon
3267	the occurrence of any of the following events:
3268	(1)  The limited partnership's having notice of the
3269	person's express will to withdraw as a general partner or on a
3270	later date specified by the person;
3271	(2)  An event agreed to in the partnership agreement as
3272	causing the person's dissociation as a general partner;
3273	(3)  The person's expulsion as a general partner pursuant
3274	to the partnership agreement;
3275	(4)  The person's expulsion as a general partner by the
3276	unanimous consent of the other partners if:
3277	(a)  It is unlawful to carry on the limited partnership's
3278	activities with the person as a general partner;
3279	(b)  There has been a transfer of all or substantially all
3280	of the person's transferable interest in the limited
3281	partnership, other than a transfer for security purposes, or a
3282	court order charging the person's interest, which has not been
3283	foreclosed;
3284	(c)  The person is a corporation and, within 90 days after
3285	the limited partnership notifies the person that the corporation
3286	will be expelled as a general partner because the corporation
3287	has filed a certificate of dissolution or the equivalent, the
3288	corporation's charter has been revoked, or its right to conduct
3289	business has been suspended by the jurisdiction of its
3290	incorporation, and there is no revocation of the certificate of
3291	dissolution or no reinstatement of its charter or its right to
3292	conduct business; or
3293	(d)  The person is a limited liability company or
3294	partnership that has been dissolved and whose business is being
3295	wound up;
3296	(5)  On application by the limited partnership, the
3297	person's expulsion as a general partner by judicial
3298	determination because:
3299	(a)  The person engaged in wrongful conduct that adversely
3300	and materially affected the limited partnership activities;
3301	(b)  The person willfully or persistently committed a
3302	material breach of the partnership agreement or of a duty owed
3303	to the partnership or the other partners under s. 620.1408; or
3304	(c)  The person engaged in conduct relating to the limited
3305	partnership's activities which makes it not reasonably
3306	practicable to carry on the activities of the limited
3307	partnership with the person as a general partner;
3308	(6)  The person's:
3309	(a)  Becoming a debtor in bankruptcy;
3310	(b)  Execution of an assignment for the benefit of
3311	creditors;
3312	(c)  Seeking, consenting to, or acquiescing in the
3313	appointment of a trustee, receiver, or liquidator of the person
3314	or of all or substantially all of the person's property; or
3315	(d)  Failure, within 90 days after the appointment, to have
3316	vacated or stayed the appointment of a trustee, receiver, or
3317	liquidator of the general partner or of all or substantially all
3318	of the person's property obtained without the person's consent
3319	or acquiescence, or failing within 90 days after the expiration
3320	of a stay to have the appointment vacated;
3321	(7)  In the case of a person who is an individual:
3322	(a)  The person's death;
3323	(b)  The appointment of a guardian or general conservator
3324	for the person; or
3325	(c)  A judicial determination that the person has otherwise
3326	become incapable of performing the person's duties as a general
3327	partner under the partnership agreement;
3328	(8)  In the case of a person that is a trust or is acting
3329	as a general partner by virtue of being a trustee of a trust,
3330	distribution of the trust's entire transferable interest in the
3331	limited partnership, but not merely by reason of the
3332	substitution of a successor trustee;
3333	(9)  In the case of a person that is an estate or is acting
3334	as a general partner by virtue of being a personal
3335	representative of an estate, distribution of the estate's entire
3336	transferable interest in the limited partnership, but not merely
3337	by reason of the substitution of a successor personal
3338	representative;
3339	(10)  Termination of a general partner that is not an
3340	individual, partnership, limited liability company, corporation,
3341	trust, or estate; or
3342	(11)  The limited partnership's participation in a
3343	conversion or merger under this act, if the limited partnership:
3344	(a)  Is not the converted or surviving entity; or
3345	(b)  Is the converted or surviving entity but, as a result
3346	of the conversion or merger, the person ceases to be a general
3347	partner.
3348	620.1604  Person's power to dissociate as general partner;
3349	wrongful dissociation.--
3350	(1)  A person has the power to dissociate as a general
3351	partner at any time, rightfully or wrongfully, by express will
3352	pursuant to s. 620.1603(1).
3353	(2)  A person's dissociation as a general partner is
3354	wrongful only if:
3355	(a)  It is in breach of an express provision of the
3356	partnership agreement; or
3357	(b)  It occurs before the termination of the limited
3358	partnership, and:
3359	1.  The person withdraws as a general partner by express
3360	will;
3361	2.  The person is expelled as a general partner by judicial
3362	determination under s. 620.1603(5);
3363	3.  The person is dissociated as a general partner by
3364	becoming a debtor in bankruptcy; or
3365	4.  In the case of a person that is not an individual,
3366	trust other than a business trust, or estate, the person is
3367	expelled or otherwise dissociated as a general partner because
3368	it willfully dissolved or terminated.
3369	(3)  A person that wrongfully dissociates as a general
3370	partner is liable to the limited partnership and, subject to s.
3371	620.2001, to the other partners for damages caused by the
3372	dissociation. The liability is in addition to any other
3373	obligation of the general partner to the limited partnership or
3374	to the other partners.
3375	620.1605  Effect of dissociation as general partner.--
3376	(1)  Upon a person's dissociation as a general partner:
3377	(a)  The person's right to participate as a general partner
3378	in the management and conduct of the partnership's activities
3379	terminates.
3380	(b)  The person's duty of loyalty as a general partner
3381	under s. 620.1408(2)(c) terminates.
3382	(c)  The person's duty of loyalty as a general partner
3383	under s. 620.1408(2)(a) and (b) and duty of care under s.
3384	620.1408(3) continue only with regard to matters arising and
3385	events occurring before the person's dissociation as a general
3386	partner.
3387	(2)  The person may sign and deliver to the Department of
3388	State for filing a statement of dissociation pertaining to the
3389	person and, at the request of the limited partnership, shall
3390	sign an amendment to the certificate of limited partnership
3391	which states that the person has dissociated.
3392	(3)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3393	transferable interest owned by the person immediately before
3394	dissociation in the person's capacity as a general partner is
3395	owned by the person as a mere transferee.
3396	(4)  A person's dissociation as a general partner does not
3397	of itself discharge the person from any obligation to the
3398	limited partnership or the other partners which the person
3399	incurred while a general partner.
3400	620.1606  Power to bind and liability to limited
3401	partnership before dissolution of partnership of person
3402	dissociated as general partner.--
3403	(1)  After a person is dissociated as a general partner and
3404	before the limited partnership is dissolved, converted under s.
3405	620.2102, or merged out of existence under s. 620.2106, the
3406	limited partnership is bound by an act of the person only if:
3407	(a)  The act would have bound the limited partnership under
3408	s. 620.1402 before the dissociation.
3409	(b)  At the time the other party enters into the
3410	transaction:
3411	1.  Less than 2 years have passed since the dissociation.
3412	2.  The other party does not have notice of the
3413	dissociation and reasonably believes that the person is a
3414	general partner.
3415	(2)  If a limited partnership is bound under subsection
3416	(1), the person dissociated as a general partner which caused
3417	the limited partnership to be bound is liable:
3418	(a)  To the limited partnership for any damage caused to
3419	the limited partnership arising from the obligation incurred
3420	under subsection (1).
3421	(b)  If a general partner or another person dissociated as
3422	a general partner is liable for the obligation, to the general
3423	partner or other person for any damage caused to the general
3424	partner or other person arising from the liability.
3425	620.1607  Liability to other persons of person dissociated
3426	as general partner.--
3427	(1)  A person's dissociation as a general partner does not
3428	of itself discharge the person's liability as a general partner
3429	for an obligation of the limited partnership incurred before
3430	dissociation. Except as otherwise provided in subsections (2)
3431	and (3), the person is not liable for a limited partnership's
3432	obligation incurred after dissociation.
3433	(2)  A person whose dissociation as a general partner
3434	resulted in a dissolution and winding up of the limited
3435	partnership's activities is liable to the same extent as a
3436	general partner under s. 620.1404 on an obligation incurred by
3437	the limited partnership under s. 620.1804.
3438	(3)  A person that has dissociated as a general partner but
3439	whose dissociation did not result in a dissolution and winding
3440	up of the limited partnership's activities is liable on a
3441	transaction entered into by the limited partnership after the
3442	dissociation only if:
3443	(a)  A general partner would be liable on the transaction.
3444	(b)  At the time the other party enters into the
3445	transaction:
3446	1.  Less than 2 years have passed since the dissociation.
3447	2.  The other party does not have notice of the
3448	dissociation and reasonably believes that the person is a
3449	general partner.
3450	(4)  By agreement with a creditor of a limited partnership
3451	and the limited partnership, a person dissociated as a general
3452	partner may be released from liability for an obligation of the
3453	limited partnership.
3454	(5)  A person dissociated as a general partner is released
3455	from liability for an obligation of the limited partnership if
3456	the limited partnership's creditor, with notice of the person's
3457	dissociation as a general partner but without the person's
3458	consent, agrees to a material alteration in the nature or time
3459	of payment of the obligation.
3460	620.1701  Partner's transferable interest; certificates.--
3461	(1)  The only interest of a partner which is transferable
3462	is the partner's transferable interest. A transferable interest
3463	is personal property.
3464	(2)  The partnership agreement may provide that a partner's
3465	interest in a limited partnership may be evidenced by a
3466	certificate issued by the limited partnership and may also
3467	provide for the assignment or transfer of any interest in the
3468	limited partnership represented by such a certificate and make
3469	other provisions with respect to such certificates.
3470	620.1702  Transfer of partner's transferable interest.--
3471	(1)  A transfer, in whole or in part, of a partner's
3472	transferable interest:
3473	(a)  Is permissible.
3474	(b)  Does not by itself cause the partner's dissociation or
3475	a dissolution and winding up of the limited partnership's
3476	activities.
3477	(c)  Does not, as against the other partners or the limited
3478	partnership, entitle the transferee to participate in the
3479	management or conduct of the limited partnership's activities,
3480	to require access to any information to which a limited partner
3481	would otherwise have access under s. 620.1304, except as
3482	otherwise provided in subsection (3), or to inspect or copy the
3483	required information or the limited partnership's other records.
3484	(2)  A transferee has a right to receive, in accordance
3485	with the transfer:
3486	(a)  Distributions to which the transferor would otherwise
3487	be entitled.
3488	(b)  Upon the dissolution and winding up of the limited
3489	partnership's activities the net amount otherwise distributable
3490	to the transferor.
3491	(3)  In a dissolution and winding up, a transferee is
3492	entitled to an account of the limited partnership's transactions
3493	only from the date of dissolution.
3494	(4)  Upon transfer, the transferor retains the rights of a
3495	partner other than the interest in distributions transferred and
3496	retains all duties and obligations of a partner.
3497	(5)  A limited partnership need not give effect to a
3498	transferee's rights under this section until the limited
3499	partnership has notice of the transfer.
3500	(6)  A transfer of a partner's transferable interest in the
3501	limited partnership in violation of a restriction on transfer
3502	contained in the partnership agreement is ineffective as to a
3503	person having notice of the restriction at the time of transfer.
3504	(7)  A transferee that becomes a partner with respect to a
3505	transferable interest is liable for the transferor's obligations
3506	under ss. 620.1502 and 620.1509. However, the transferee is not
3507	obligated for liabilities unknown to the transferee at the time
3508	the transferee became a partner.
3509	620.1703  Rights of creditor of partner or transferee.--
3510	(1)  On application to a court of competent jurisdiction by
3511	any judgment creditor of a partner or transferee, the court may
3512	charge the partnership interest of the partner or transferable
3513	interest of a transferee with payment of the unsatisfied amount
3514	of the judgment with interest. To the extent so charged, the
3515	judgment creditor has only the rights of a transferee of the
3516	partnership interest.
3517	(2)  This act shall not deprive any partner or transferee
3518	of the benefit of an exemption law applicable to the partner's
3519	partnership or transferee's transferable interest.
3520	(3)  This section provides the exclusive remedy which a
3521	judgment creditor of a partner or transferee may use to satisfy
3522	a judgment out of the judgment debtor's interest in the limited
3523	partnership or transferable interest. Other remedies, including
3524	foreclosure on the partner's interest in the limited partnership
3525	or a transferee's transferable interest and a court order for
3526	directions, accounts, and inquiries that the debtor general or
3527	limited partner might have made, are not available to the
3528	judgment creditor attempting to satisfy the judgment out of the
3529	judgment debtor's interest in the limited partnership and may
3530	not be ordered by a court.
3531	620.1704  Power of estate of deceased partner.--If a
3532	partner dies, the deceased partner's personal representative or
3533	other legal representative may exercise the rights of a
3534	transferee as provided in s. 620.1702 and, for the purposes of
3535	settling the estate, may exercise the rights of a current
3536	limited partner under s. 620.1304.
3537	620.1801  Nonjudicial dissolution.--
3538	(1)  Except as otherwise provided in s. 620.1802, a limited
3539	partnership is dissolved, and its activities must be wound up,
3540	only upon the occurrence of any of the following:
3541	(a)  The happening of an event specified in the partnership
3542	agreement;
3543	(b)  The consent of all general partners and of all limited
3544	partners;
3545	(c)  After the dissociation of a person as a general
3546	partner:
3547	1.  If the limited partnership has at least one remaining
3548	general partner, the consent to dissolve the limited partnership
3549	by all partners at the time the consent is to be effective; or
3550	2.  If the limited partnership does not have a remaining
3551	general partner, the passage of 90 days after the dissociation,
3552	unless before the end of the period:
3553	a.  Consent to continue the activities of the limited
3554	partnership and admit at least one general partner is given by
3555	all partners at the time the consent is to be effective;
3556	b.  At least one person is admitted as a general partner in
3557	accordance with the consent;
3558	(d)  The passage of 90 days after the dissociation of the
3559	limited partnership's last limited partner, unless before the
3560	end of the period the limited partnership admits at least one
3561	limited partner; or
3562	(e)  The signing and filing of a declaration of dissolution
3563	by the Department of State under s. 620.1809(3).
3564	(2)  Upon the occurrence of an event specified in
3565	paragraphs (1)(a)-(d), the limited partnership shall file a
3566	certificate of dissolution as provided in s. 620.1203.
3567	620.1802  Judicial dissolution.--On application by a
3568	partner, the circuit court may order dissolution of a limited
3569	partnership if it is not reasonably practicable to carry on the
3570	activities of the limited partnership in conformity with the
3571	partnership agreement.
3572	620.1803  Winding up.--
3573	(1)  A limited partnership continues after dissolution only
3574	for the purpose of winding up its activities.
3575	(2)  In winding up its activities, the limited partnership:
3576	(a)  May preserve the limited partnership business or
3577	property as a going concern for a reasonable time, prosecute and
3578	defend actions and proceedings, whether civil, criminal, or
3579	administrative, transfer the limited partnership's property,
3580	settle disputes by mediation or arbitration, and perform other
3581	necessary acts.
3582	(b)  Shall discharge, make provision for, or otherwise
3583	address the limited partnership's liabilities, settle and close
3584	the limited partnership's activities, and marshal and distribute
3585	the assets of the partnership.
3586	(c)  May file a statement of termination as provided in s.
3587	620.1203.
3588	(3)  If a dissolved limited partnership does not have a
3589	general partner, a person to wind up the dissolved limited
3590	partnership's activities may be appointed by the consent of
3591	limited partners owning a majority of the rights to receive
3592	distributions as limited partners at the time the consent is to
3593	be effective. A person appointed under this subsection:
3594	(a)  Has the powers of a general partner under s. 620.1804.
3595	(b)  Shall promptly amend the certificate of limited
3596	partnership to state:
3597	1.  That the limited partnership does not have a general
3598	partner.
3599	2.  The name of the person that has been appointed to wind
3600	up the limited partnership.
3601	3.  The street and mailing address of the person.
3602	(4)  On the application of any partner, the circuit court
3603	may order judicial supervision of the winding up, including the
3604	appointment of a person to wind up the dissolved limited
3605	partnership's activities, if:
3606	(a)  A limited partnership does not have a general partner
3607	and within a reasonable time following the dissolution no person
3608	has been appointed pursuant to subsection (3); or
3609	(b)  The applicant establishes other good cause.
3610	620.1804  Power of general partner and person dissociated
3611	as general partner to bind partnership after dissolution.--
3612	(1)  A limited partnership is bound by a general partner's
3613	act after dissolution which:
3614	(a)  Is appropriate for winding up the limited
3615	partnership's activities; or
3616	(b)  Would have bound the limited partnership under s.
3617	620.1402 before dissolution, if, at the time the other party
3618	enters into the transaction, the other party does not have
3619	notice of the dissolution.
3620	(2)  A person dissociated as a general partner binds a
3621	limited partnership through an act occurring after dissolution
3622	if:
3623	(a)  At the time the other party enters into the
3624	transaction:
3625	1.  Less than 2 years have passed since the dissociation.
3626	2.  The other party does not have notice of the
3627	dissociation and reasonably believes that the person is a
3628	general partner.
3629	(b)  The act:
3630	1.  Is appropriate for winding up the limited partnership's
3631	activities; or
3632	2.  Would have bound the limited partnership under s.
3633	620.1402 before dissolution and at the time the other party
3634	enters into the transaction the other party does not have notice
3635	of the dissolution.
3636	620.1805  Liability after dissolution of general partner
3637	and person dissociated as general partner to limited
3638	partnership, other general partners, and persons dissociated as
3639	general partner.--
3640	(1)  If a general partner having knowledge of the
3641	dissolution causes a limited partnership to incur an obligation
3642	under s. 620.1804(1) by an act that is not appropriate for
3643	winding up the partnership's activities, the general partner is
3644	liable:
3645	(a)  To the limited partnership for any damage caused to
3646	the limited partnership arising from the obligation.
3647	(b)  If another general partner or a person dissociated as
3648	a general partner is liable for the obligation, to that other
3649	general partner or person for any damage caused to that other
3650	general partner or person arising from the liability.
3651	(2)  If a person dissociated as a general partner causes a
3652	limited partnership to incur an obligation under s. 620.1804(2),
3653	the person is liable:
3654	(a)  To the limited partnership for any damage caused to
3655	the limited partnership arising from the obligation.
3656	(b)  If a general partner or another person dissociated as
3657	a general partner is liable for the obligation, to the general
3658	partner or other person for any damage caused to the general
3659	partner or other person arising from the liability.
3660	620.1806  Known claims against dissolved limited
3661	partnership.--
3662	(1)  A dissolved limited partnership or successor entity,
3663	as defined in subsection (14), may dispose of the known claims
3664	against it by following the procedure described in subsections
3665	(2), (3), and (4).
3666	(2)  A dissolved limited partnership or successor entity
3667	shall deliver to each of its known claimants written notice of
3668	the dissolution at any time after its effective date. The
3669	written notice shall:
3670	(a)  Provide a reasonable description of the claim that the
3671	claimant may be entitled to assert.
3672	(b)  State whether the claim is admitted or not admitted,
3673	in whole or in part, and, if admitted:
3674	1.  The amount that is admitted, which may be as of a given
3675	date.
3676	2.  Any interest obligation if fixed by an instrument of
3677	indebtedness.
3678	(c)  Provide a mailing address to which a claim may be
3679	sent.
3680	(d)  State the deadline, which may not be fewer than 120
3681	days after the effective date of the written notice, by which
3682	confirmation of the claim must be delivered to the dissolved
3683	limited partnership or successor entity.
3684	(e)  State that the dissolved limited partnership or
3685	successor entity may make distributions thereafter to other
3686	claimants and to the partners or transferees of the limited
3687	partnership or persons interested as having been such without
3688	further notice.
3689	(f)  Unless the limited partnership has been throughout its
3690	existence a limited liability limited partnership, state that
3691	the barring of a claim against the limited partnership will also
3692	bar any corresponding claim against any general partner or
3693	person dissociated as a general partner which is based on s.
3694	620.1404.
3695	(3)  A dissolved limited partnership or successor entity
3696	may reject, in whole or in part, any claim made by a claimant
3697	pursuant to this subsection by mailing notice of such rejection
3698	to the claimant within 90 days after receipt of such claim and,
3699	in all events, at least 150 days before expiration of 3 years
3700	following the effective date of dissolution. A notice sent by
3701	the dissolved limited partnership or successor entity pursuant
3702	to this subsection shall be accompanied by a copy of this
3703	section.
3704	(4)  A dissolved limited partnership or successor entity
3705	electing to follow the procedures described in subsections (2)
3706	and (3) shall also give notice of the dissolution of the limited
3707	partnership to persons with known claims, that are contingent
3708	upon the occurrence or nonoccurrence of future events or
3709	otherwise conditional or unmatured, and request that such
3710	persons present such claims in accordance with the terms of such
3711	notice. Such notice shall be in substantially the form, and sent
3712	in the same manner, as described in subsection (2).
3713	(5)  A dissolved limited partnership or successor entity
3714	shall offer any claimant whose known claim is contingent,
3715	conditional, or unmatured such security as the limited
3716	partnership or such entity determines is sufficient to provide
3717	compensation to the claimant if the claim matures. The dissolved
3718	limited partnership or successor entity shall deliver such offer
3719	to the claimant within 90 days after receipt of such claim and,
3720	in all events, at least 150 days before expiration of 3 years
3721	following the effective date of dissolution. If the claimant
3722	offered such security does not deliver in writing to the
3723	dissolved limited partnership or successor entity a notice
3724	rejecting the offer within 120 days after receipt of such offer
3725	for security, the claimant is deemed to have accepted such
3726	security as the sole source from which to satisfy his or her
3727	claim against the limited partnership.
3728	(6)  A dissolved limited partnership or successor entity
3729	which has given notice in accordance with subsections (2) and
3730	(4), and is seeking the protection offered by subsections (9)
3731	and (12), shall petition the circuit court in the county in
3732	which the limited partnership's principal office is located or
3733	was located at the effective date of dissolution to determine
3734	the amount and form of security that will be sufficient to
3735	provide compensation to any claimant who has rejected the offer
3736	for security made pursuant to subsection (5).
3737	(7)  A dissolved limited partnership or successor entity
3738	which has given notice in accordance with subsection (2), and is
3739	seeking the protection offered by subsections (9) and (12),
3740	shall petition the circuit court in the county in which the
3741	limited partnership's principal office is located or was located
3742	at the effective date of dissolution to determine the amount and
3743	form of security which will be sufficient to provide
3744	compensation to claimants whose claims are known to the limited
3745	partnership or successor entity but whose identities are
3746	unknown. The court shall appoint a guardian ad litem to
3747	represent all claimants whose identities are unknown in any
3748	proceeding brought under this subsection. The reasonable fees
3749	and expenses of such guardian, including all reasonable expert
3750	witness fees, shall be paid by the petitioner in such
3751	proceeding.
3752	(8)  The giving of any notice or making of any offer
3753	pursuant to the provisions of this section shall not revive any
3754	claim then barred or constitute acknowledgment by the dissolved
3755	limited partnership or successor entity that any person to whom
3756	such notice is sent is a proper claimant and shall not operate
3757	as a waiver of any defense or counterclaim in respect of any
3758	claim asserted by any person to whom such notice is sent.
3759	(9)  A dissolved limited partnership or successor entity
3760	which has followed the procedures described in subsections (2)-
3761	(7):
3762	(a)  Shall pay the claims admitted or made and not rejected
3763	in accordance with subsection (3).
3764	(b)  Shall post the security offered and not rejected
3765	pursuant to subsection (5).
3766	(c)  Shall post any security ordered by the circuit court
3767	in any proceeding under subsections (6) and (7).
3768	(d)  Shall pay or make provision for all other known
3769	obligations of the limited partnership or such successor entity.
3770
3771	If there are sufficient funds, such claims or obligations shall
3772	be paid in full, and any such provision for payments shall be
3773	made in full. If there are insufficient funds, such claims and
3774	obligations shall be paid or provided for according to their
3775	priority and, among claims of equal priority, ratably to the
3776	extent of funds legally available therefor. Any remaining funds
3777	shall be distributed to the partners and transferees of the
3778	dissolved limited partnership; however, such distribution may
3779	not be made before the expiration of 150 days after the date of
3780	the last notice of any rejection given pursuant to subsection
3781	(3). In the absence of actual fraud, the judgment of the general
3782	partners of the dissolved limited partnership, or other person
3783	or persons winding up the limited partnership under s. 620.1803,
3784	or the governing persons of such successor entity, as to the
3785	provisions made for the payment of all obligations under
3786	paragraph (9)(d), is conclusive.
3787	(10)  A dissolved limited partnership or successor entity
3788	which has not followed the procedures described in subsections
3789	(2) and (3) shall pay or make reasonable provision to pay all
3790	known claims and obligations, including all contingent,
3791	conditional, or unmatured claims known to the dissolved limited
3792	partnership or such successor entity and all claims which are
3793	known to the dissolved limited partnership or such successor
3794	entity but for which the identity of the claimant is unknown.
3795	If there are sufficient funds, such claims shall be paid in
3796	full, and any such provision made for payment shall be made in
3797	full.  If there are insufficient funds, such claims and
3798	obligations shall be paid or provided for according to their
3799	priority and, among claims of equal priority, ratably to the
3800	extent of funds legally available therefor. Any remaining funds
3801	shall be distributed to the partners and transferees of the
3802	dissolved limited partnership.
3803	(11)  Except for any general partner otherwise liable under
3804	s. 620.1404, s. 620.1405, or s. 620.1607, a partner or
3805	transferee of a dissolved limited partnership the assets of
3806	which were distributed pursuant to subsection (9) or subsection
3807	(10) is not liable for any claim against the limited partnership
3808	in an amount in excess of such partner's or transferee's pro
3809	rata share of the claim or the amount distributed to the partner
3810	or transferee, whichever is less.
3811	(l2)  A partner, whether or not a general partner, or
3812	transferee of a dissolved limited partnership, the assets of
3813	which were distributed pursuant to subsection (9), is not liable
3814	for any claim against the limited partnership which claim is
3815	known to the limited partnership or successor entity and on
3816	which a proceeding is not begun prior to the expiration of 3
3817	years following the effective date of dissolution.
3818	(13)  Except for any general partner otherwise liable under
3819	s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the
3820	relief provided under subsection (12), the aggregate liability
3821	of any person for claims against the dissolved limited
3822	partnership arising under this section or s. 620.1807 may not
3823	exceed the amount distributed to the person in dissolution.
3824	(14)  As used in this section or s. 620.1807, the term
3825	"successor entity" includes any trust, receivership, or other
3826	legal entity governed by the laws of this state to which the
3827	remaining assets and liabilities of a dissolved limited
3828	partnership are transferred and which exists solely for the
3829	purposes of prosecuting and defending suits by or against the
3830	dissolved limited partnership, enabling the dissolved limited
3831	partnership to settle and close the business of the dissolved
3832	limited partnership, to dispose of and convey the property of
3833	the dissolved limited partnership, to discharge the liabilities
3834	of the dissolved limited partnership, and to distribute to the
3835	dissolved limited partnership's partners any remaining assets,
3836	but not for the purpose of continuing the business for which the
3837	dissolved limited partnership was organized.
3838	620.1807  Unknown claims against dissolved limited
3839	partnership.--
3840	(1)  In addition to filing the certificate of dissolution
3841	under s. 620.1801(2), a dissolved limited partnership or
3842	successor entity, as defined in s. 620.1806(14), may also file
3843	with the Department of State on the form prescribed by the
3844	department a request that persons with claims against the
3845	limited partnership which are not known to the limited
3846	partnership or successor entity present them in accordance with
3847	the notice.
3848	(2)  The notice must:
3849	(a)  Describe the information that must be included in a
3850	claim and provide a mailing address to which the claim may be
3851	sent.
3852	(b)  State that a claim against the limited partnership
3853	will be barred unless a proceeding to enforce the claim is
3854	commenced within 4 years after the filing of the notice.
3855	(3)  If the dissolved limited partnership or successor
3856	entity files the notice in accordance with subsections (1) and
3857	(2), the claim of each of the following claimants is barred
3858	unless the claimant commences a proceeding to enforce the claim
3859	against the dissolved limited partnership within 4 years after
3860	the filing date:
3861	(a)  A claimant who did not receive written notice under s.
3862	620.1806(9) or whose claim was not provided for under s.
3863	620.1806(10), whether such claim is based on an event occurring
3864	before or after the effective date of dissolution.
3865	(b)  A claimant whose claim was timely sent to the
3866	dissolved limited partnership but not acted on.
3867	(4)  A claim may be enforced under this section:
3868	(a)  Against the dissolved limited partnership, to the
3869	extent of its undistributed assets; or
3870	(b)  If the assets have been distributed in liquidation,
3871	against a partner or transferee of the dissolved limited
3872	partnership to the extent of such partner's or transferee's pro
3873	rata share of the claim or the limited partnership assets
3874	distributed to such partner or transferee in liquidation,
3875	whichever is less, provided the aggregate liability of any
3876	person for all claims against the dissolved limited partnership
3877	arising under this section or s. 620.1806, or, with respect to a
3878	limited partner, otherwise, may not exceed the amount
3879	distributed to the person in liquidation; or
3880	(c)  Against any person liable on the claim under s.
3881	620.1404.
3882	620.1808  Liability of general partner and person
3883	dissociated as general partner when claim against limited
3884	partnership barred.--If a claim is barred under s. 620.1806 or
3885	s. 620.1807, any corresponding claim under s. 620.1404, s.
3886	620.1405, or s. 620.1607 is also barred.
3887	620.1809  Administrative dissolution.--
3888	(1)  The Department of State may dissolve a limited
3889	partnership administratively if the limited partnership does
3890	not, within 60 days after the due date:
3891	(a)  Pay any fee or penalty due to the Department of State
3892	under this act or other law;
3893	(b)  Deliver its annual report to the Department of State;
3894	(c)  Appoint and maintain a registered agent as required by
3895	s. 620.1114; or
3896	(d)  Deliver for filing a statement of a change under s.
3897	620.1115 within 30 days after a change has occurred in the name
3898	of the registered agent or the registered office address.
3899	(2)  If the Department of State determines that a ground
3900	exists for administratively dissolving a limited partnership,
3901	the Department of State shall file a record of the determination
3902	and send a copy to the limited partnership.
3903	(3)  If within 60 days after sending the copy the limited
3904	partnership does not correct each ground for dissolution or
3905	demonstrate to the reasonable satisfaction of the Department of
3906	State that each ground determined by the Department of State
3907	does not exist, the Department of State shall administratively
3908	dissolve the limited partnership by preparing, signing, and
3909	filing a declaration of dissolution that states the grounds for
3910	dissolution. The Department of State shall send the limited
3911	partnership a copy of the filed declaration.
3912	(4)  A limited partnership administratively dissolved
3913	continues its existence but may carry on only activities
3914	necessary to wind up its activities and liquidate its assets
3915	under ss. 620.1803 and 620.1812 and to notify claimants under
3916	ss. 620.1806 and 620.1807.
3917	(5)  The administrative dissolution of a limited
3918	partnership does not terminate the authority of its agent for
3919	service of process.
3920	(6)  A partner of a limited partnership is not liable for
3921	the obligations of the limited partnership solely by reason of
3922	the foreign limited partnership's having been administratively
3923	dissolved pursuant to this section.
3924	620.1810  Reinstatement following administrative
3925	dissolution.--
3926	(1)  A limited partnership that has been administratively
3927	dissolved under s. 620.1809 may apply to the Department of State
3928	for reinstatement at any time after the effective date of
3929	dissolution. The limited partnership must submit a form of
3930	reinstatement prescribed and furnished by the Department of
3931	State together with all fees then owed by the limited
3932	partnership, computed at a rate provided by law at the time the
3933	limited partnership applies for reinstatement.
3934	(2)  As an alternative to submitting the form of
3935	reinstatement referred to in subsection (1), the limited
3936	partnership may submit a current annual report, signed by its
3937	registered agent and a general partner, which contains the same
3938	information described in subsection (1).
3939	(3)  If the Department of State determines that the
3940	application for reinstatement, or current annual report
3941	described in subsection (2), contains the information required
3942	by subsection (1) and that the information is correct, the
3943	Department of State shall reinstate the limited partnership.
3944	(4)  When the reinstatement becomes effective, the
3945	reinstatement relates back to and takes effect as of the
3946	effective date of the administrative dissolution, and the
3947	limited partnership may resume its activities as if the
3948	administrative dissolution had never occurred.
3949	620.1811  Appeal from denial of reinstatement.--
3950	(1)  If the Department of State denies a limited
3951	partnership's request for reinstatement following administrative
3952	dissolution, the Department of State shall prepare, sign, and
3953	file a notice that explains the reason or reasons for denial and
3954	serve the limited partnership with a copy of the notice.
3955	(2)  Within 30 days after service of the notice of denial,
3956	the limited partnership may appeal from the denial of
3957	reinstatement by petitioning the circuit court to set aside the
3958	dissolution. The petition must be served on the Department of
3959	State and contain a copy of the Department of State's
3960	declaration of dissolution, the limited partnership's
3961	application for reinstatement, and the Department of State's
3962	notice of denial.
3963	(3)  The court may summarily order the Department of State
3964	to reinstate the dissolved limited partnership or may take other
3965	action the court considers appropriate.
3966	620.1812  Revocation of dissolution.--
3967	(1)  A limited partnership that has dissolved as the result
3968	of an event described in ss. 620.1801(1)(a)-(d) and filed a
3969	certificate of dissolution with the Department of State may
3970	revoke its dissolution at any time prior to the expiration of
3971	120 days following the effective date of its certificate of
3972	dissolution.
3973	(2)  Revocation of dissolution shall be authorized in the
3974	same manner as the dissolution was authorized.
3975	(3)  After revocation of dissolution is authorized, the
3976	limited partnership shall deliver a certificate of revocation of
3977	dissolution to the Department of State for filing, together with
3978	a copy of its certificate of dissolution, that sets forth:
3979	(a)  The name of the limited partnership.
3980	(b)  The effective date of the dissolution that was
3981	revoked.
3982	(c)  The date that the revocation of dissolution was
3983	authorized.
3984	(4)  If there has been substantial compliance with
3985	subsection (3), subject to s. 620.1206(3) the revocation of
3986	dissolution is effective when the Department of State files the
3987	certificate of revocation of dissolution.
3988	(5)  When the revocation of dissolution is effective, the
3989	revocation of dissolution relates back to and takes effect as of
3990	the effective date of the dissolution, and the limited
3991	partnership resumes carrying on its business as if dissolution
3992	had never occurred.
3993	620.1813  Disposition of assets; when contributions
3994	required.--
3995	(1)  In winding up a limited partnership's activities, the
3996	assets of the limited partnership, including the contributions
3997	required by this section, must be applied to satisfy the limited
3998	partnership's obligations to creditors, including, to the extent
3999	permitted by law, partners that are creditors.
4000	(2)  Any surplus remaining after the limited partnership
4001	complies with subsection (1) must be paid in cash as a
4002	distribution.
4003	(3)  If a limited partnership's assets are insufficient to
4004	satisfy all of its obligations under subsection (1), with
4005	respect to each unsatisfied obligation incurred when the limited
4006	partnership was not a limited liability limited partnership,
4007	subject to s. 620.1808 the following rules apply:
4008	(a)  Each person that was a general partner when the
4009	obligation was incurred and that has not been released from the
4010	obligation under s. 620.1607 shall contribute to the limited
4011	partnership for the purpose of enabling the limited partnership
4012	to satisfy the obligation. The contribution due from each of
4013	those persons is in proportion to the right to receive
4014	distributions in the capacity of general partner in effect for
4015	each of those persons when the obligation was incurred.
4016	(b)  If a person does not contribute the full amount
4017	required under paragraph (a) with respect to an unsatisfied
4018	obligation of the limited partnership, the other persons
4019	required to contribute by paragraph (a) on account of the
4020	obligation shall contribute the additional amount necessary to
4021	discharge the obligation. The additional contribution due from
4022	each of those other persons is in proportion to the right to
4023	receive distributions in the capacity of general partner in
4024	effect for each of those other persons when the obligation was
4025	incurred.
4026	(c)  If a person does not make the additional contribution
4027	required by paragraph (b), further additional contributions are
4028	determined and due in the same manner as provided in that
4029	paragraph.
4030	(4)  A person that makes an additional contribution under
4031	paragraph (3)(b) or paragraph (3)(c) may recover from any person
4032	whose failure to contribute under paragraph (3)(a) or paragraph
4033	(3)(b) necessitated the additional contribution. A person may
4034	not recover under this subsection more than the amount
4035	additionally contributed. A person's liability under this
4036	subsection may not exceed the amount the person failed to
4037	contribute.
4038	(5)  The estate of a deceased individual is liable for the
4039	person's obligations under this section.
4040	(6)  An assignee for the benefit of creditors of a limited
4041	partnership or a partner, or a person appointed by a court to
4042	represent creditors of a limited partnership or a partner, may
4043	enforce a person's obligation to contribute under subsection
4044	(3).
4045	620.1901  Governing law regarding foreign limited
4046	partnerships.--
4047	(1)  The laws of the state or other jurisdiction under
4048	which a foreign limited partnership is organized govern
4049	relations among the partners of the foreign limited partnership
4050	and between the partners and the foreign limited partnership and
4051	the liability of partners as partners for an obligation of the
4052	foreign limited partnership.
4053	(2)  A foreign limited partnership may not be denied a
4054	certificate of authority by reason of any difference between the
4055	laws of the jurisdiction under which the foreign limited
4056	partnership is organized and the laws of this state.
4057	(3)  A certificate of authority does not authorize a
4058	foreign limited partnership to engage in any business or
4059	exercise any power that a limited partnership may not engage in
4060	or exercise in this state.
4061	620.1902  Application for certificate of authority.--
4062	(1)  A foreign limited partnership shall apply for a
4063	certificate of authority to transact business in this state by
4064	delivering a signed application to the Department of State for
4065	filing. The application must state:
4066	(a)  The name of the foreign limited partnership and, if
4067	the name does not comply with s. 620.1108, an alternate name
4068	adopted pursuant to s. 620.1905(1).
4069	(b)  The state or other jurisdiction under whose law the
4070	foreign limited partnership is organized and the date of its
4071	formation.
4072	(c)  The principal office and mailing address of the
4073	foreign limited partnership.
4074	(d)  The name, street address in this state, and written
4075	acceptance of the foreign limited partnership's initial
4076	registered agent in this state.
4077	(e)  The name and principal office and mailing address of
4078	each of the foreign limited partnership's general partners. Each
4079	general partner that is not an individual must be organized or
4080	otherwise registered with the Department of State as required by
4081	law, must maintain an active status, and may not be dissolved,
4082	revoked, or withdrawn.
4083	(f)  Whether the foreign limited partnership is a foreign
4084	limited liability limited partnership.
4085	(2)  A foreign limited partnership shall deliver with the
4086	completed application a certificate of existence or a record of
4087	similar import signed by the Department of State or other
4088	official having custody of the foreign limited partnership's
4089	publicly filed records in the state or other jurisdiction under
4090	whose law the foreign limited partnership is organized, dated
4091	not more than 90 days prior to the delivery of the application
4092	to the Secretary of State.
4093	620.1903  Activities not constituting transacting
4094	business.--
4095	(1)  Activities of a foreign limited partnership which do
4096	not constitute transacting business in this state within the
4097	meaning of s. 620.1902 include:
4098	(a)  Maintaining, defending, and settling an action or
4099	proceeding.
4100	(b)  Holding meetings of its partners or carrying on any
4101	other activity concerning its internal affairs.
4102	(c)  Maintaining accounts in financial institutions.
4103	(d)  Maintaining offices or agencies for the transfer,
4104	exchange, and registration of the foreign limited partnership's
4105	own securities or maintaining trustees or depositories with
4106	respect to those securities.
4107	(e)  Selling through independent contractors.
4108	(f)  Soliciting or obtaining orders, whether by mail or
4109	electronic means or through employees, agents, or otherwise, if
4110	the orders require acceptance outside this state before they
4111	become contracts.
4112	(g)  Creating or acquiring indebtedness, mortgages, or
4113	security interests in real or personal property.
4114	(h)  Securing or collecting debts or enforcing mortgages or
4115	other security interests in property securing the debts, and
4116	holding, protecting, and maintaining property so acquired.
4117	(i)  Conducting an isolated transaction that is completed
4118	within 30 days and is not one in the course of similar
4119	transactions of a like manner.
4120	(j)  Transacting business in interstate commerce.
4121	(k)  Owning and controlling a subsidiary corporation
4122	incorporated in or transacting business within this state or
4123	voting the stock of any corporation which it has lawfully
4124	acquired.
4125	(l)  Owning a limited partnership interest in a limited
4126	partnership that is doing business within this state, unless
4127	such limited partner manages or controls the partnership or
4128	exercises the powers and duties of a general partner.
4129	(m)  Owning, without more, real or personal property.
4130	(2)  The list of activities in subsection (1) is not
4131	exhaustive.
4132	(3)  For purposes of s. 620.1902, the ownership in this
4133	state of income-producing real property or tangible personal
4134	property, other than property excluded under subsection (1),
4135	constitutes transacting business in this state.
4136	(4)  This section does not apply in determining the
4137	contacts or activities that may subject a foreign limited
4138	partnership to service of process, taxation, or regulation under
4139	any other law of this state.
4140	620.1904  Filing of certificate of authority.--Unless the
4141	Department of State determines that an application for a
4142	certificate of authority does not comply with the filing
4143	requirements of this act, the Department of State, upon payment
4144	of all filing fees, shall authorize the foreign limited
4145	partnership to transact business in this state.
4146	620.1905  Noncomplying name of foreign limited
4147	partnership.--
4148	(1)  A foreign limited partnership whose name does not
4149	comply with s. 620.1108 may not obtain a certificate of
4150	authority until it adopts, for the purpose of transacting
4151	business in this state, an alternate name that complies with s.
4152	620.1108. A foreign limited partnership that adopts an alternate
4153	name under this subsection and then obtains a certificate of
4154	authority with the name need not comply with s. 865.09. After
4155	obtaining a certificate of authority with an alternate name, a
4156	foreign limited partnership shall transact business in this
4157	state under the name unless the foreign limited partnership is
4158	authorized under s. 865.09 to transact business in this state
4159	under another name.
4160	(2)  If a foreign limited partnership authorized to
4161	transact business in this state changes its name to one that
4162	does not comply with s. 620.1108, it may not thereafter transact
4163	business in this state until it complies with subsection (1) and
4164	obtains an amended certificate of authority.
4165	620.1906  Revocation of certificate of authority.--
4166	(1)  A certificate of authority of a foreign limited
4167	partnership to transact business in this state may be revoked by
4168	the Department of State in the manner provided in subsections
4169	(2) and (3) if the foreign limited partnership does not:
4170	(a)  Pay, within 60 days after the due date, any fee or
4171	penalty due to the Department of State under this act or other
4172	law;
4173	(b)  Deliver, within 60 days after the due date, its annual
4174	report required under s. 620.1210;
4175	(c)  Appoint and maintain an agent for service of process
4176	as required by s. 620.1114(2); or
4177	(d)  Deliver for filing a statement of a change under s.
4178	620.1115 within 30 days after a change has occurred in the name
4179	or address of the agent.
4180	(2)  In order to revoke a certificate of authority, the
4181	Department of State must prepare, sign, and file a notice of
4182	revocation and send a copy to the foreign limited partnership.
4183	The notice must state:
4184	(a)  The  effective date of the revocation, which must be
4185	at least 60 days after the date the Department of State sends
4186	the copy.
4187	(b)  The foreign limited partnership's failures to comply
4188	with subsection (1) which are the reason for the revocation.
4189	(3)  The authority of the foreign limited partnership to
4190	transact business in this state ceases on the effective date of
4191	the notice of revocation unless before that date the foreign
4192	limited partnership cures each failure to comply with subsection
4193	(1) stated in the notice. If the foreign limited partnership
4194	cures the failures, the Department of State shall so indicate on
4195	the filed notice.
4196	620.1907  Cancellation of certificate of authority; effect
4197	of failure to have certificate.--
4198	(1)  In order to cancel its certificate of authority to
4199	transact business in this state, a foreign limited partnership
4200	must deliver to the Department of State for filing a notice of
4201	cancellation. The certificate is canceled when the notice
4202	becomes effective under s. 620.1206. The notice of cancellation
4203	shall be signed by at least one general partner and set forth
4204	the following:
4205	(a)  The name of the foreign limited partnership as it
4206	appears on the records of the Department of State.
4207	(b)  The jurisdiction of its formation.
4208	(c)  The date the foreign limited partnership was
4209	authorized to transact business in this state.
4210	(d)  A statement that the foreign limited partnership is
4211	canceling its certificate of authority in this state.
4212	(2)  A foreign limited partnership transacting business in
4213	this state may not maintain an action or proceeding in this
4214	state until the foreign limited partnership has a certificate of
4215	authority to transact business in this state.
4216	(3)  The failure of a foreign limited partnership to have a
4217	certificate of authority to transact business in this state does
4218	not impair the validity of a contract or act of the foreign
4219	limited partnership or prevent the foreign limited partnership
4220	from defending an action or proceeding in this state.
4221	(4)  A partner of a foreign limited partnership is not
4222	liable for the obligations of the foreign limited partnership
4223	solely by reason of the foreign limited partnership's having
4224	transacted business in this state without a certificate of
4225	authority.
4226	(5)  If a foreign limited partnership transacts business in
4227	this state without a certificate of authority or cancels its
4228	certificate of authority, the foreign limited partnership shall
4229	appoint the Department of State as its agent for service of
4230	process for rights of action arising out of the transaction of
4231	business in this state.
4232	620.1908  Action by Attorney General.--The Attorney General
4233	may maintain an action to restrain a foreign limited partnership
4234	from transacting business in this state in violation of this
4235	act.
4236	620.1909  Reinstatement following administrative
4237	revocation.--
4238	(1)  A foreign limited partnership whose certificate of
4239	authority was administratively revoked under s. 620.1906 may
4240	apply to the Department of State for reinstatement at any time
4241	after the effective date of revocation of the certificate of
4242	authority. The foreign limited partnership must submit a form of
4243	reinstatement prescribed and furnished by the Department of
4244	State together with all fees then owed by the foreign limited
4245	partnership, computed at a rate provided by law at the time the
4246	foreign limited partnership applies for reinstatement.
4247	(2)  As an alternative to submitting the form of
4248	reinstatement referred to in subsection (1), the foreign limited
4249	partnership may submit a current annual report, signed by its
4250	registered agent and a general partner, which contains the same
4251	information described in subsection (1).
4252	(3)  If the Department of State determines that the
4253	application for reinstatement or the current annual report
4254	described in subsection (2) contains the information required by
4255	subsection (1) and that the information is correct, it shall
4256	reinstate the foreign limited partnership's certificate of
4257	authority.
4258	(4)  When the reinstatement becomes effective, the
4259	reinstatement relates back to and takes effect as of the
4260	effective date of the administrative revocation, and the foreign
4261	limited partnership may resume its activities as if the
4262	administrative revocation had never occurred.
4263	620.1910  Amending certificate of authority.--
4264	(1)  A foreign limited partnership authorized to transact
4265	business in this state shall make application to the Department
4266	of State to obtain an amended certificate of authority to:
4267	(a)  Change its name on the records of the Department of
4268	State;
4269	(b)  Amend its jurisdiction;
4270	(c)  Change its general partners;
4271	(d)  Add or delete its status as a limited liability
4272	limited partnership; or
4273	(e)  Amend any false statement contained in its application
4274	for certificate of authority.
4275	(2)  Such application shall be made within 30 days after
4276	the occurrence of any change mentioned in subsection (1), must
4277	be signed by at least one general partner, and shall set forth:
4278	(a)  The name of the foreign limited partnership as it
4279	appears on the records of the Department of State.
4280	(b)  The jurisdiction of its formation.
4281	(c)  The date the foreign limited partnership was
4282	authorized to transact business in this state.
4283	(d)  If the name of the foreign limited partnership has
4284	been changed, the name relinquished and its new name.
4285	(e)  If the amendment changes the jurisdiction of the
4286	foreign limited partnership, a statement of such change.
4287	(f)  If the amendment changes the general partners, the
4288	name and address of each new general partner. Each general
4289	partner that is not an individual must be registered with the
4290	Department of State as required by law, must maintain an active
4291	status, and must not be dissolved, revoked, or withdrawn.
4292	(g)  If the foreign limited partnership corrects a false
4293	statement, the statement it is correcting and a statement
4294	containing the corrected information.
4295	(3)  The requirements of s. 620.1902(2) for obtaining an
4296	original certificate of authority apply to obtaining an amended
4297	certificate under this section.
4298	620.2001  Direct action by partner.--
4299	(1)  Subject to subsection (2), a partner may maintain a
4300	direct action against the limited partnership or another partner
4301	for legal or equitable relief, with or without an accounting as
4302	to the partnership's activities, to enforce the rights and
4303	otherwise protect the interests of the partner, including rights
4304	and interests under the partnership agreement or this act or
4305	arising independently of the partnership relationship.
4306	(2)  A partner commencing a direct action under this
4307	section is required to plead and prove an actual or threatened
4308	injury that is not solely the result of an injury suffered or
4309	threatened to be suffered by the limited partnership.
4310	(3)  The accrual of, and any time limitation on, a right of
4311	action for a remedy under this section is governed by other law.
4312	A right to an accounting upon a dissolution and winding up does
4313	not revive a claim barred by law.
4314	620.2002  Derivative action.--A partner may maintain a
4315	derivative action to enforce a right of a limited partnership
4316	if:
4317	(1)  The partner first makes a demand on the general
4318	partners requesting that they cause the limited partnership to
4319	bring an action to enforce the right and the general partners do
4320	not bring the action within a reasonable time; or
4321	(2)  A demand would be futile.
4322	620.2003  Proper plaintiff.--A derivative action may be
4323	maintained only by a person that is a partner at the time the
4324	action is commenced and:
4325	(1)  Was a partner when the conduct giving rise to the
4326	action occurred; or
4327	(2)  Whose status as a partner devolved upon the person by
4328	operation of law or pursuant to the terms of the partnership
4329	agreement from a person that was a partner at the time of the
4330	conduct.
4331	620.2004  Pleading.--In a derivative action, the complaint
4332	must state with particularity:
4333	(1)  The date and content of plaintiff's demand and the
4334	general partners' response to the demand; or
4335	(2)  Why demand should be excused as futile.
4336	620.2005  Proceeds and expenses.--
4337	(1)  Except as otherwise provided in subsection (2):
4338	(a)  Any proceeds or other benefits of a derivative action,
4339	whether by judgment, compromise, or settlement, belong to the
4340	limited partnership and not to the derivative plaintiff.
4341	(b)  If the derivative plaintiff receives any proceeds, the
4342	derivative plaintiff shall immediately remit such proceeds to
4343	the limited partnership.
4344	(2)  If a derivative action is successful in whole or in
4345	part, the court may award the plaintiff reasonable expenses,
4346	including reasonable attorney's fees, from the limited
4347	partnership.
4348	620.2101  Definitions.--As used in this section and ss.
4349	620.2102-620.2124:
4350	(1)  "Constituent limited partnership" means a constituent
4351	organization that is a limited partnership.
4352	(2)  "Constituent organization" means an organization that
4353	is party to a merger.
4354	(3)  "Converted organization" means the organization into
4355	which a converting organization converts pursuant to ss.
4356	620.2102-620.2105.
4357	(4)  "Converting limited partnership" means a converting
4358	organization that is a limited partnership.
4359	(5)  "Converting organization" means an organization that
4360	converts into another organization pursuant to s. 620.2102.
4361	(6)  "General partner" means a general partner of a limited
4362	partnership.
4363	(7)  "Governing law" of an organization means the law that
4364	governs the organization's internal affairs.
4365	(8)  "Organization" means a corporation; general
4366	partnership, including a limited liability partnership; limited
4367	partnership, including a limited liability limited partnership;
4368	limited liability company; common law or business trust or
4369	association; real estate investment trust; or any other person
4370	organized under a governing statute or other applicable law,
4371	provided such term does not include an organization that is not
4372	organized for profit unless the not-for-profit organization is
4373	the converted organization or the surviving organization in a
4374	conversion or a merger governed by this act. The term includes
4375	domestic and foreign organizations.
4376	(9)  "Organizational documents" means:
4377	(a)  For a domestic or foreign general partnership, its
4378	partnership agreement.
4379	(b)  For a limited partnership or foreign limited
4380	partnership, its certificate of limited partnership and
4381	partnership agreement.
4382	(c)  For a domestic or foreign limited liability company,
4383	its articles of organization and operating agreement, or
4384	comparable records as provided in its governing law.
4385	(d)  For a business trust, its agreement of trust and
4386	declaration of trust.
4387	(e)  For a domestic or foreign corporation for profit, its
4388	articles of incorporation, bylaws, and other agreements among
4389	its shareholders which are authorized by its governing law, or
4390	comparable records as provided in its governing law.
4391	(f)  For any other organization, the basic records that
4392	create the organization and determine its internal governance
4393	and the relations among the persons that own such organization,
4394	have an interest in the organization, or are members of the
4395	organization.
4396	(10)  "Personal liability" means personal liability for a
4397	debt, liability, or other obligation of an organization which is
4398	imposed on a person that coowns, has an interest in, or is a
4399	member of the organization:
4400	(a)  By the organization's governing law solely by reason
4401	of the person's coowning, having an interest in, or being a
4402	member of the organization; or
4403	(b)  By the organization's organizational documents under a
4404	provision of the organization's governing law authorizing those
4405	documents to make one or more specified persons liable for all
4406	or specified debts, liabilities, and other obligations of the
4407	organization solely by reason of the person or persons'
4408	coowning, having an interest in, or being a member of the
4409	organization.
4410	(11)  "Surviving organization" means an organization into
4411	which one or more other organizations are merged. A surviving
4412	organization may preexist the merger or be created by the
4413	merger.
4414	620.2102  Conversion.--
4415	(1)  An organization other than a limited partnership may
4416	convert to a limited partnership, and a limited partnership may
4417	convert to another organization, other than an organization
4418	which is also a domestic limited partnership governed by this
4419	act, pursuant to this section and ss. 620.2103-620.2105 and a
4420	plan of conversion, if:
4421	(a)  The other organization's governing law authorizes the
4422	conversion.
4423	(b)  The conversion is permitted by the law of the
4424	jurisdiction that enacted the governing law.
4425	(c)  The other organization complies with its governing law
4426	in effecting the conversion.
4427	(2)  A plan of conversion must be in a record and must
4428	include:
4429	(a)  The name and form of the organization before
4430	conversion.
4431	(b)  The name and form of the organization after
4432	conversion.
4433	(c)  The terms and conditions of the conversion, including
4434	the manner and basis for converting interests in the converting
4435	organization into any combination of money, interests in the
4436	converted organization, and other consideration.
4437	(d)  The organizational documents of the converted
4438	organization.
4439	620.2103  Action on plan of conversion by converting
4440	limited partnership.--
4441	(1)  A plan of conversion must be consented to by all of
4442	the general partners of a converting limited partnership.
4443	Subject to s. 620.2110, the plan of conversion must also be
4444	consented to by those limited partners who own a majority of the
4445	rights to receive distributions as limited partners at the time
4446	the consent is effective, provided, if there is more than one
4447	class or group of limited partners, the plan of conversion must
4448	be consented to by those limited partners in each class or group
4449	which owns a majority of the rights to receive distributions as
4450	limited partners in that class or group at the time the consent
4451	is effective. The consents required by this subsection must be
4452	in, or evidenced by, a record.
4453	(2)  Subject to s. 620.2110 and any contractual rights,
4454	after a conversion is approved, and at any time before a filing
4455	is made under s. 620.2104, a converting limited partnership may
4456	amend the plan or abandon the planned conversion:
4457	(a)  As provided in the plan.
4458	(b)  Except as prohibited by the plan, by the same consent
4459	as was required to approve the plan.
4460	620.2104  Filings required for conversion; effective
4461	date.--
4462	(1)  After a plan of conversion is approved:
4463	(a)  A converting limited partnership shall deliver to the
4464	Department of State for filing a certificate of conversion,
4465	signed by each general partner listed in the certificate of
4466	limited partnership, and must include:
4467	1.  A statement that the limited partnership has been
4468	converted into another organization.
4469	2.  The name and form of the organization and the
4470	jurisdiction of its governing law.
4471	3.  The date the conversion is effective under the
4472	governing law of the converted organization.
4473	4.  A statement that the conversion was approved as
4474	required by this act.
4475	5.  A statement that the conversion was approved as
4476	required by the governing law of the converted organization.
4477	6.  If the converted organization is a foreign organization
4478	not authorized to transact business in this state, the street
4479	and mailing address of an office which the Department of State
4480	may use for the purposes of s. 620.2105(3).
4481	(b)  If the converting organization is not a converting
4482	limited partnership, the converting organization shall deliver
4483	to the Department of State for filing:
4484	1.  A certificate of limited partnership containing the
4485	information required by s. 620.1201, signed by each general
4486	partner as required by s. 620.1204(1)(a).
4487	2.  A certificate of conversion, which certificate of
4488	conversion must include:
4489	a.  A statement that the limited partnership was converted
4490	from another organization.
4491	b.  The name and form of the converting organization and
4492	the jurisdiction of its governing law.
4493	c.  A statement that the conversion was approved as
4494	required by this act.
4495	d.  A statement that the conversion was approved in a
4496	manner that complied with the converting organization's
4497	governing law.
4498	(2)  A conversion becomes effective:
4499	(a)  If the converted organization is a limited
4500	partnership, when the certificate of limited partnership takes
4501	effect.
4502	(b)  If the converted organization is not a limited
4503	partnership, as provided by the governing law of the converted
4504	organization.
4505	620.2105  Effect of conversion.--
4506	(1)  An organization that has been converted pursuant to
4507	this act is for all purposes the same entity that existed before
4508	the conversion.
4509	(2)  When a conversion takes effect:
4510	(a)  Title to all real and other property, or any interest
4511	in such property, owned by the converting organization at the
4512	time of its conversion remains vested in the converted
4513	organization without reversion or impairment under this act.
4514	(b)  All debts, liabilities, and other obligations of the
4515	converting organization continue as obligations of the converted
4516	organization.
4517	(c)  An action or proceeding pending by or against the
4518	converting organization may be continued as if the conversion
4519	had not occurred.
4520	(d)  Except as prohibited by other law, all of the rights,
4521	privileges, immunities, powers, and purposes of the converting
4522	organization remain vested in the converted organization.
4523	(e)  Except as otherwise provided in the plan of
4524	conversion, the terms and conditions of the plan of conversion
4525	take effect.
4526	(f)  Except as otherwise agreed, the conversion does not
4527	dissolve a converting limited partnership for the purposes of
4528	ss. 620.1801-620.1813.
4529	(3)  A converted organization that is a foreign
4530	organization consents to the jurisdiction of the courts of this
4531	state to enforce any obligation owed by the converting limited
4532	partnership, if before the conversion the converting limited
4533	partnership was subject to suit in this state on the obligation.
4534	A converted organization that is a foreign organization and not
4535	authorized to transact business in this state appoints the
4536	Department of State as its agent for service of process for
4537	purposes of enforcing an obligation under this subsection and
4538	any appraisal rights of limited partners under ss. 620.2113-
4539	620.2124 to the extent applicable to the conversion. Service on
4540	the Department of State under this subsection is made in the
4541	same manner and with the same consequences as in s. 620.1117(3)
4542	and (4).
4543	(4)  A copy of the statement of conversion, certified by
4544	the Department of State, may be filed in any county of this
4545	state in which the converting organization holds an interest in
4546	real property.
4547	620.2106  Merger.--
4548	(1)  A limited partnership may merge with one or more other
4549	constituent organizations pursuant to this section and ss.
4550	620.2107-620.2109 and a plan of merger, if:
4551	(a)  The governing law of each of the other organizations
4552	authorizes the merger.
4553	(b)  The merger is permitted by the law of a jurisdiction
4554	that enacted each of those governing law.
4555	(c)  Each of the other organizations complies with its
4556	governing law in effecting the merger.
4557	(2)  A plan of merger must be in a record and must include:
4558	(a)  The name and form of each constituent organization.
4559	(b)  The name and form of the surviving organization.
4560	(c)  The terms and conditions of the merger, including the
4561	manner and basis for converting the interests in each
4562	constituent organization into any combination of money,
4563	interests in the surviving organization, and other
4564	consideration.
4565	(d)  Any amendments to be made by the merger to the
4566	surviving organization's organizational documents.
4567	620.2107  Action on plan of merger by constituent limited
4568	partnership.--
4569	(1)  A plan of merger must be consented to by all of the
4570	general partners of a constituent limited partnership. Subject
4571	to s. 620.2110, the plan of merger must also be consented to by
4572	those limited partners who own a majority of the rights to
4573	receive distributions as limited partners at the time the
4574	consent is effective, provided, if there is more than one class
4575	or group of limited partners, the plan of merger must be
4576	consented to by those limited partners who own a majority of the
4577	rights to receive distributions as limited partners in that
4578	class or group at the time the consent is effective. The
4579	consents required by this subsection must be in, or evidenced
4580	by, a record.
4581	(2)  Subject to s. 620.2110 and any contractual rights,
4582	after a merger is approved, and at any time before a filing is
4583	made under s. 620.2108, a constituent limited partnership may
4584	amend the plan or abandon the planned merger:
4585	(a)  As provided in the plan; and
4586	(b)  Except as prohibited by the plan,
4587
4588	with the same consent as was required to approve the plan.
4589	620.2108  Filings required for merger; effective date.--
4590	(1)  After each constituent organization has approved a
4591	merger, a certificate of merger must be signed on behalf of:
4592	(a)  Each preexisting constituent limited partnership, by
4593	each general partner listed in the certificate of limited
4594	partnership.
4595	(b)  Each other preexisting constituent organization, by an
4596	authorized representative.
4597	(2)  The certificate of merger must include:
4598	(a)  The name and form of each constituent organization and
4599	the jurisdiction of its governing law.
4600	(b)  The name and form of the surviving organization, the
4601	jurisdiction of its governing law, and, if the surviving
4602	organization is created by the merger, a statement to that
4603	effect.
4604	(c)  The date the merger is effective under the governing
4605	law of the surviving organization.
4606	(d)  Any amendments provided for in the plan of merger for
4607	the organizational document that created the organization.
4608	(e)  A statement as to each constituent organization that
4609	the merger was approved as required by the organization's
4610	governing law.
4611	(f)  If the surviving organization is a foreign
4612	organization not authorized to transact business in this state,
4613	the street and mailing address of an office which the Department
4614	of State may use for the purposes of s. 620.2109(2).
4615	(g)  Any additional information required by the governing
4616	law of any constituent organization.
4617	(3)  Each constituent limited partnership shall deliver the
4618	certificate of merger for filing in the Department of State.
4619	(4)  A merger becomes effective under this act:
4620	(a)  If the surviving organization is a limited
4621	partnership, upon the later of:
4622	1.  Compliance with subsection (3); or
4623	2.  Subject to s. 620.1206(3), as specified in the
4624	certificate of merger; or
4625	(b)  If the surviving organization is not a limited
4626	partnership, as provided by the governing law of the surviving
4627	organization.
4628	(5)  A certificate of merger shall act as a statement of
4629	termination for purposes of s. 620.1203 for a limited
4630	partnership that is a party to the merger that is not the
4631	surviving organization, which shall be deemed filed upon the
4632	effective date of the merger.
4633	620.2109  Effect of merger.--
4634	(1)  When a merger becomes effective:
4635	(a)  The surviving organization continues.
4636	(b)  Each constituent organization that merges into the
4637	surviving organization ceases to exist as a separate entity.
4638	(c)  All property owned by each constituent organization
4639	that ceases to exist vests in the surviving organization.
4640	(d)  All debts, liabilities, and other obligations of each
4641	constituent organization that ceases to exist continue as
4642	obligations of the surviving organization.
4643	(e)  An action or proceeding pending by or against any
4644	constituent organization that ceases to exist may be continued
4645	as if the merger had not occurred.
4646	(f)  Except as prohibited by other law, all of the rights,
4647	privileges, immunities, powers, and purposes of each constituent
4648	organization that ceases to exist vest in the surviving
4649	organization.
4650	(g)  Except as otherwise provided in the plan of merger,
4651	the terms and conditions of the plan of merger take effect.
4652	(h)  Except as otherwise agreed, if a constituent limited
4653	partnership ceases to exist, the merger does not dissolve the
4654	limited partnership for the purposes of ss. 620.1801-620.1813.
4655	(i)  Any amendments provided for in the certificate of
4656	merger for the organizational document that created the
4657	organization become effective.
4658	(2)  A surviving organization that is a foreign
4659	organization consents to the jurisdiction of the courts of this
4660	state to enforce any obligation owed by a constituent
4661	organization, if before the merger the constituent organization
4662	was subject to suit in this state on the obligation. A surviving
4663	organization that is a foreign organization and not authorized
4664	to transact business in this state shall appoint the Department
4665	of State as its agent for service of process for the purposes of
4666	enforcing an obligation under this subsection and any appraisal
4667	rights of limited partners  under ss. 620.2113-620.2124 to the
4668	extent applicable to the merger. Service on the Department of
4669	State under this subsection is made in the same manner and with
4670	the same consequences as in s. 620.1117(3) and (4).
4671	(3)  A copy of the certificate of merger, certified by the
4672	Department of State, may be filed in any county of this state in
4673	which a constituent organization holds an interest in real
4674	property.
4675	620.2110  Restrictions on approval of conversions and
4676	mergers and on relinquishing limited liability limited
4677	partnership status.--
4678	(1)  If a partner of a converting or constituent limited
4679	partnership will have personal liability with respect to a
4680	converted or surviving organization, approval and amendment of a
4681	plan of conversion or merger are ineffective without the consent
4682	of the partner, unless:
4683	(a)  The limited partnership's partnership agreement
4684	provides for the approval of the conversion or merger with the
4685	consent of fewer than all the partners.
4686	(b)  The partner has consented to the provision of the
4687	partnership agreement.
4688	(2)  An amendment to a certificate of limited partnership
4689	which deletes a statement that the limited partnership is a
4690	limited liability limited partnership is ineffective without the
4691	consent of each general partner unless:
4692	(a)  The limited partnership's partnership agreement
4693	provides for the amendment with the consent of less than all the
4694	general partners.
4695	(b)  Each general partner that does not consent to the
4696	amendment has consented to the provision of the partnership
4697	agreement.
4698	(3)  A partner does not give the consent required by
4699	subsection (1) or subsection (2) merely by consenting to a
4700	provision of the partnership agreement which permits the
4701	partnership agreement to be amended with the consent of fewer
4702	than all the partners.
4703	620.2111  Liability of general partner after conversion or
4704	merger.--
4705	(1)  A conversion or merger under this act does not
4706	discharge any liability under ss. 620.1404 and 620.1607 of a
4707	person that was a general partner in or dissociated as a general
4708	partner from a converting or constituent limited partnership,
4709	but:
4710	(a)  The provisions of this act pertaining to the
4711	collection or discharge of the liability continue to apply to
4712	the liability.
4713	(b)  For the purposes of applying those provisions, the
4714	converted or surviving organization is deemed to be the
4715	converting or constituent limited partnership.
4716	(c)  If a person is required to pay any amount under this
4717	subsection:
4718	1.  The person has a right of contribution from each other
4719	person that was liable as a general partner under s. 620.1404
4720	when the obligation was incurred and has not been released from
4721	the obligation under s. 620.1607.
4722	2.  The contribution due from each of those persons is in
4723	proportion to the right to receive distributions in the capacity
4724	of general partner in effect for each of those persons when the
4725	obligation was incurred.
4726	(2)  In addition to any other liability provided by law:
4727	(a)  A person that immediately before a conversion or
4728	merger became effective was a general partner in a converting or
4729	constituent limited partnership that was not a limited liability
4730	limited partnership is personally liable on a transaction
4731	entered into by the converted or surviving organization with a
4732	third party after the conversion or merger becomes effective,
4733	if, at the time the third party enters into the transaction, the
4734	third party:
4735	1.  Does not have notice of the conversion or merger.
4736	2.  Reasonably believes that:
4737	a.  The converted or surviving business is the converting
4738	or constituent limited partnership.
4739	b.  The converting or constituent limited partnership is
4740	not a limited liability limited partnership.
4741	c.  The person is a general partner in the converting or
4742	constituent limited partnership.
4743	(b)  A person that was dissociated as a general partner
4744	from a converting or constituent limited partnership before the
4745	conversion or merger became effective is personally liable on a
4746	transaction entered into by the converted or surviving
4747	organization with a third party after the conversion or merger
4748	becomes effective, if:
4749	1.  Immediately before the conversion or merger became
4750	effective the converting or surviving limited partnership was
4751	not a limited liability limited partnership.
4752	2.  At the time the third party enters into the transaction
4753	less than 2 years have passed since the person dissociated as a
4754	general partner and the third party:
4755	a.  Does not have notice of the dissociation.
4756	b.  Does not have notice of the conversion or merger.
4757	c.  Reasonably believes that the converted or surviving
4758	organization is the converting or constituent limited
4759	partnership, the converting or constituent limited partnership
4760	is not a limited liability limited partnership, and the person
4761	is a general partner in the converting or constituent limited
4762	partnership.
4763	620.2112  Power of general partners and persons dissociated
4764	as general partners to bind organization after conversion or
4765	merger.--
4766	(1)  An act of a person that immediately before a
4767	conversion or merger became effective was a general partner in a
4768	converting or constituent limited partnership binds the
4769	converted or surviving organization after the conversion or
4770	merger becomes effective, if:
4771	(a)  Before the conversion or merger became effective, the
4772	act would have bound the converting or constituent limited
4773	partnership under s. 620.1402.
4774	(b)  At the time the third party enters into the
4775	transaction, the third party:
4776	1.  Does not have notice of the conversion or merger.
4777	2.  Reasonably believes that the converted or surviving
4778	business is the converting or constituent limited partnership
4779	and that the person is a general partner in the converting or
4780	constituent limited partnership.
4781	(2)  An act of a person that before a conversion or merger
4782	became effective was dissociated as a general partner from a
4783	converting or constituent limited partnership binds the
4784	converted or surviving organization after the conversion or
4785	merger becomes effective, if:
4786	(a)  Before the conversion or merger became effective, the
4787	act would have bound the converting or constituent limited
4788	partnership under s. 620.1402 if the person had been a general
4789	partner.
4790	(b)  At the time the third party enters into the
4791	transaction, less than 2 years have passed since the person
4792	dissociated as a general partner and the third party:
4793	1.  Does not have notice of the dissociation.
4794	2.  Does not have notice of the conversion or merger.
4795	3.  Reasonably believes that the converted or surviving
4796	organization is the converting or constituent limited
4797	partnership and that the person is a general partner in the
4798	converting or constituent limited partnership.
4799	(3)  If a person having knowledge of the conversion or
4800	merger causes a converted or surviving organization to incur an
4801	obligation under subsection (1) or subsection (2), the person is
4802	liable:
4803	(a)  To the converted or surviving organization for any
4804	damage caused to the organization arising from the obligation.
4805	(b)  If another person is liable for the obligation, to
4806	that other person for any damage caused to that other person
4807	arising from the liability.
4808	620.2113  Appraisal rights; definitions.--The following
4809	definitions apply to this section and ss. 620.2114-620.2124:
4810	(1)  "Affiliate" means a person that directly or indirectly
4811	through one or more intermediaries controls, is controlled by,
4812	or is under common control with another person. For purposes of
4813	s. 620.2114(2)(d), a person is deemed to be an affiliate of its
4814	senior executives.
4815	(2)  "Appraisal event" means an event described in s.
4816	620.2114(1).
4817	(3)  "Beneficial limited partner" means a person who is the
4818	beneficial owner of a limited partner interest held in a voting
4819	trust or by a nominee on the beneficial owner's behalf.
4820	(4)  "Fair value" means the value of the limited partner's
4821	partnership interests determined:
4822	(a)  Immediately before the effectuation of the appraisal
4823	event to which the partner objects.
4824	(b)  Using customary and current valuation concepts and
4825	techniques generally employed for similar businesses in the
4826	context of the transaction requiring appraisal, excluding any
4827	appreciation or depreciation in anticipation of the transaction
4828	to which the partner objects unless exclusion would be
4829	inequitable to the limited partnership and its remaining
4830	partners.
4831	(5)  "Interest" means interest from the effective date of
4832	the appraisal event to which the limited partner objects until
4833	the date of payment, at the rate of interest described in s.
4834	620.107(2), determined as of the effective date of the appraisal
4835	event.
4836	(6)  "Limited partnership" means the limited partnership
4837	governed by this act that issued the limited partner interest
4838	held by a limited partner demanding appraisal and, for matters
4839	covered in ss. 620.2114-620.2124, includes the converted
4840	organization in a conversion or the surviving organization in a
4841	merger.
4842	(7)  "Record limited partner" means each person who is
4843	identified as a limited partner in the current list of partners
4844	maintained in accordance with s. 620.1111 by the limited
4845	partnership or, to the extent the limited partnership has failed
4846	to maintain a current list, each person that is the rightful
4847	owner of a limited partner interest in the limited partnership.
4848	A transferee of a limited partner interest is not a record
4849	limited partner.
4850	(8)  "Senior executive" means a general partner or the
4851	chief executive officer, chief operating officer, chief
4852	financial officer, manager, or anyone in charge of a principal
4853	business unit or function of a limited partnership or of a
4854	general partner of the limited partnership.
4855	(9)  "Limited partner" means a record limited partner or a
4856	beneficial limited partner.
4857	(10)  "Limited partner interest" means all rights and other
4858	interests held by a person in the limited partnership in that
4859	person's capacity as a limited partner under this act and the
4860	limited partnership's partnership agreement, including the
4861	limited partner's transferable interest and management and
4862	voting rights, if any, and subject to any obligations that such
4863	person has in that capacity of limited partner. If the appraisal
4864	rights of the limited partner under s. 620.2114 pertain to only
4865	a certain class or series of a limited partner interest, the
4866	term "limited partner interest" means only the limited partner
4867	interest pertaining to such class or series.
4868	620.2114  Right of limited partners to appraisal.--
4869	(1)  A limited partner of a limited partnership governed by
4870	this act is entitled to appraisal rights, and to obtain payment
4871	of the fair value of that limited partner's limited partner
4872	interest, in the following events:
4873	(a)  Consummation of a merger of such limited partnership
4874	pursuant to this act and the limited partner possessed the right
4875	to vote upon the merger; or
4876	(b)  Consummation of a conversion of such limited
4877	partnership pursuant to this act and the limited partner
4878	possessed the right to vote upon the conversion.
4879	(2)  Notwithstanding subsection (1), the availability of
4880	appraisal rights shall be limited in accordance with the
4881	following provisions:
4882	(a)  Appraisal rights shall not be available for limited
4883	partner interests which are:
4884	1.  Listed on the New York Stock Exchange or the American
4885	Stock Exchange or designated as a national market system
4886	security on an interdealer quotation system by the National
4887	Association of Securities Dealers, Inc.; or
4888	2.  Not so listed or designated, but are issued by a
4889	limited partnership that has at least 500 partners and the
4890	interests of all partners in the partnership, including
4891	transferable interests, have a market value of at least $10
4892	million, exclusive of the value of any such interests held by
4893	its general partners and other senior executives owning more
4894	than 10 percent of the rights to receive distributions from the
4895	limited partnership.
4896	(b)  The applicability of paragraph (a) shall be determined
4897	as of the date fixed to determine the limited partners entitled
4898	to receive notice of, and to vote upon, the appraisal event.
4899	(c)  Paragraph (a) shall not apply and appraisal rights
4900	shall be available pursuant to subsection (1) for any limited
4901	partners who are required by the appraisal event to accept for
4902	their limited partner interests anything other than cash or a
4903	proprietary interest of an entity that satisfies the standards
4904	set forth in paragraph (a) at the time the appraisal event
4905	becomes effective.
4906	(d)  Paragraph (a) shall not apply and appraisal rights
4907	shall be available pursuant to subsection (1) for the holders of
4908	a limited partner interest if:
4909	1.  Any of the partners' interests in the limited
4910	partnership or the limited partnership's assets are being
4911	acquired or converted, whether by merger, conversion, or
4912	otherwise, pursuant to the appraisal event by a person, or by an
4913	affiliate of a person, who:
4914	a.  Is, or at any time in the 1-year period immediately
4915	preceding approval of the appraisal event was, the beneficial
4916	owner of 20 percent or more of those interests in the limited
4917	partnership entitled to vote on the appraisal event, excluding
4918	any such interests acquired pursuant to an offer for all
4919	interests having such voting rights if such offer was made
4920	within 1 year prior to the appraisal event for consideration of
4921	the same kind and of a value equal to or less than that paid in
4922	connection with the appraisal event. For purposes of this
4923	subparagraph, the term "beneficial owner" means any person who,
4924	directly or indirectly, through any contract, arrangement, or
4925	understanding, other than a revocable proxy, has or shares the
4926	right to vote, or to direct the voting of, an interest in a
4927	limited partnership with respect to approval of the appraisal
4928	event, provided that a member of a national securities exchange
4929	shall not be deemed to be a beneficial owner of an interest in a
4930	limited  partnership held directly or indirectly by it on behalf
4931	of another person solely because such member is the record
4932	holder of interests in the limited partnership if the member is
4933	precluded by the rules of such exchange from voting without
4934	instruction on contested matters or matters that may affect
4935	substantially the rights or privileges of the holders of the
4936	interests in the limited partnership to be voted. When two or
4937	more persons agree to act together for the purpose of voting
4938	such interests, each member of the group formed thereby shall be
4939	deemed to have acquired beneficial ownership, as of the date of
4940	such agreement, of all  voting interests in the limited
4941	partnership beneficially owned by any member of the group; or
4942	b.  Directly or indirectly has, or at any time in the 1-
4943	year period immediately preceding approval of the appraisal
4944	event had, the power, contractually or otherwise, to cause the
4945	appointment or election of any senior executives; or
4946	2.  Any of the partners' interests in the limited
4947	partnership or the limited partnership's assets are being
4948	acquired or converted, whether by merger, conversion, or
4949	otherwise, pursuant to the appraisal event by a person, or by an
4950	affiliate of a person, who is, or at any time in the 1-year
4951	period immediately preceding approval of the appraisal event
4952	was, a senior executive of the limited partnership or a senior
4953	executive of any affiliate of the limited partnership, and that
4954	senior executive will receive, as a result of the limited
4955	partnership action, a financial benefit not generally available
4956	to limited partners, other than:
4957	a.  Employment, consulting, retirement, or similar benefits
4958	established separately and not as part of or in contemplation of
4959	the appraisal event;
4960	b.  Employment, consulting, retirement, or similar benefits
4961	established in contemplation of, or as part of, the appraisal
4962	event that are not more favorable than those existing before the
4963	appraisal event or, if more favorable, that have been approved
4964	by the limited partnership; or
4965	c.  In the case of a general partner of the limited
4966	partnership who will, during or as the result of the appraisal
4967	event, become a general partner, manager, or director of the
4968	surviving or converted organization or one of its affiliates,
4969	those rights and benefits as a general partner, manager, or
4970	director that are provided on the same basis as those afforded
4971	by the surviving or converted organization generally to other
4972	general partners, managers, or directors of the surviving or
4973	converted organization or its affiliate.
4974	(3)  A limited partner entitled to appraisal rights under
4975	ss. 620.2113-620.2124 may not challenge a completed appraisal
4976	event unless the appraisal event:
4977	(a)  Was not effectuated in accordance with the applicable
4978	provisions of ss. 620.2113-620.2124, the limited partnership's
4979	certificate of limited partnership, or the partnership
4980	agreement; or
4981	(b)  Was procured as a result of fraud or material
4982	misrepresentation.
4983	(4)  A limited partnership may modify, restrict, or
4984	eliminate the appraisal rights provided in ss. 620.2113-620.2124
4985	in its partnership agreement.
4986	620.2115  Assertion of rights by nominees and beneficial
4987	owners.--
4988	(1)  A record limited partner may assert appraisal rights
4989	as to fewer than all the limited partner interests registered in
4990	the record limited partner's name that are owned by a beneficial
4991	limited partner only if the record limited partner objects with
4992	respect to all limited partner interests of the class or series
4993	owned by that beneficial limited partner and notifies the
4994	limited partnership in writing of the name and address of each
4995	beneficial limited partner on whose behalf appraisal rights are
4996	being asserted. The rights of a record limited partner who
4997	asserts appraisal rights for only part of the limited partner
4998	interests of the class or series held of record in the record
4999	limited partner's name under this subsection shall be determined
5000	as if the limited partner interests as to which the record
5001	limited partner objects and the record limited partner's other
5002	limited partner interests were registered in the names of
5003	different record limited partners.
5004	(2)  A beneficial limited partner may assert appraisal
5005	rights as to a limited partner interest held on behalf of the
5006	partner only if such beneficial limited partner:
5007	(a)  Submits to the limited partnership the record limited
5008	partner's written consent to the assertion of such rights no
5009	later than the date referred to in s. 620.2118(2)(b)2.
5010	(b)  Does so with respect to all limited partner interests
5011	of the class or series that are beneficially owned by the
5012	beneficial limited partner.
5013	620.2116  Notice of appraisal rights.--
5014	(1)  If a proposed appraisal event is to be submitted to a
5015	vote at a limited partners' meeting, the meeting notice must
5016	state that the limited partnership has concluded that partners
5017	are, are not, or may be entitled to assert appraisal rights
5018	under this act.
5019	(2)  If the limited partnership concludes that appraisal
5020	rights are or may be available, a copy of ss. 620.2113-620.2124
5021	must accompany the meeting notice sent to those record limited
5022	partners entitled to exercise appraisal rights.
5023	(3)  If the appraisal event is to be approved other than by
5024	a partners' meeting, the notice referred to in subsection (1)
5025	must be sent to all limited partners at the time that consents
5026	are first solicited, whether or not consents are solicited from
5027	all limited partners, and include the materials described in s.
5028	620.2118.
5029	620.2117  Notice of intent to demand payment.--
5030	(1)  If a proposed appraisal event is submitted to a vote
5031	at a partners' meeting, or is submitted to a partner pursuant to
5032	a consent vote, a limited partner who is entitled to and who
5033	wishes to assert appraisal rights with respect to any class or
5034	series of limited partner interests:
5035	(a)  Must deliver to a general partner of the limited
5036	partnership before the vote is taken, or within 20 days after
5037	receiving the notice pursuant to s. 620.2116(3) if action is to
5038	be taken without a partner meeting, written notice of such
5039	person's intent to demand payment if the proposed appraisal
5040	event is effectuated.
5041	(b)  Must not vote, or cause or permit to be voted, any
5042	limited partner interests of such class or series in favor of
5043	the appraisal event.
5044	(2)  A person who may otherwise be entitled to appraisal
5045	rights, but who does not satisfy the requirements of subsection
5046	(1), is not entitled to payment under ss. 620.2113-620.2124.
5047	620.2118  Appraisal notice and form.--
5048	(1)  If the  proposed appraisal event becomes effective,
5049	the limited partnership must deliver a written appraisal notice
5050	and form required by paragraph (2)(a) to all limited partners
5051	who satisfied the requirements of s. 620.2117.
5052	(2)  The appraisal notice must be sent no earlier than the
5053	date the appraisal event became effective and no later than 10
5054	days after such date and must:
5055	(a)  Supply a form that specifies the date that the
5056	appraisal event became effective and that provides for the
5057	limited partner to state:
5058	1.  The limited partner's name and address.
5059	2.  The number, classes, and series of limited partner
5060	interests as to which the limited partner asserts appraisal
5061	rights.
5062	3.  That the limited partner did not vote for the
5063	transaction.
5064	4.  Whether the limited partner accepts the limited
5065	partnership's offer as stated in subparagraph (b)4.
5066	5.  If the offer is not accepted, the limited partner's
5067	estimated fair value of the limited partner interests and a
5068	demand for payment of the limited partner's estimated value plus
5069	interest.
5070	(b)  State:
5071	1.  Where the form described in paragraph (a) must be sent.
5072	2.  A date by which the limited partnership must receive
5073	the form, which date may not be fewer than 40 or more than 60
5074	days after the date the appraisal notice and form described in
5075	this subsection are sent, and state that the limited partner
5076	shall have waived the right to demand appraisal with respect to
5077	the limited partner interests unless the form is received by the
5078	limited partnership by such specified date.
5079	3.  In the case of limited partner interest represented by
5080	a certificate, the location at which certificates for such
5081	certificated partnership interests must be deposited, if that
5082	action is required by the limited partnership, and the date by
5083	which those certificates must be deposited, which date may not
5084	be earlier than the date for receiving the required form under
5085	subparagraph 2.
5086	4.  The limited partnership's estimate of the fair value of
5087	the limited partner interests.
5088	5.  An offer to each limited partner who is entitled to
5089	appraisal rights to pay the limited partnership's estimate of
5090	fair value set forth in subparagraph 4.
5091	6.  That, if requested in writing, the limited partnership
5092	will provide to the limited partner so requesting, within 10
5093	days after the date specified in subparagraph 2., the number of
5094	limited partners who return the forms by the specified date and
5095	the total number of limited partner interests owned by them.
5096	7.  The date by which the notice to withdraw under s.
5097	620.1119 must be received, which date must be within 20 days
5098	after the date specified in subparagraph 2.
5099	(c)  Be accompanied by:
5100	1.  Financial statements of the limited partnership that
5101	issued the limited partner interests to be appraised, consisting
5102	of a balance sheet as of the end of the fiscal year ending not
5103	more than 15 months prior to the date of the limited
5104	partnership's appraisal notice, an income statement for that
5105	year, a cash flow statement for that year, and the latest
5106	available interim financial statements, if any.
5107	2.  A copy of ss. 620.2213-620.2224.
5108	620.2119  Perfection of rights; right to withdraw.--
5109	(1)  A limited partner who wishes to exercise appraisal
5110	rights must execute and return the form received pursuant to s.
5111	620.2118(1) and, in the case of certificated partnership
5112	interests and the limited partnership so requires, deposit the
5113	limited partner's certificates in accordance with the terms of
5114	the notice by the date referred to in the notice pursuant to s.
5115	620.2118(2)(b)2. Once a limited partner deposits that limited
5116	partner's certificates or, in the case of uncertificated
5117	partnership interests, returns the executed form described in s.
5118	620.2118(2), the limited partner loses all rights as a limited
5119	partner, unless the limited partner withdraws pursuant to
5120	subsection (3). Upon receiving a demand for payment from a
5121	limited partner who holds an uncertificated partnership
5122	interest, the limited partnership shall make an appropriate
5123	notation of the demand for payment in its records.
5124	(2)  The limited partnership may restrict the transfer of
5125	such limited partner interests from the date the limited partner
5126	delivers the items required by subsection (1).
5127	(3)  A limited partner who has complied with subsection (1)
5128	may nevertheless decline to exercise appraisal rights and
5129	withdraw from the appraisal process by so notifying the limited
5130	partnership in writing by the date set forth in the appraisal
5131	notice pursuant to s. 620.2118(2)(b)7. A limited partner who
5132	fails to so withdraw from the appraisal process may not
5133	thereafter withdraw without the limited partnership's written
5134	consent.
5135	(4)  A limited partner who does not execute and return the
5136	form and, in the case of certificated partnership interests,
5137	deposit that limited partner's certificates, if so required by
5138	the limited partnership, each by the date set forth in the
5139	notice described in subsection (2), shall not be entitled to
5140	payment under this act.
5141	(5)  If the limited partner's right to receive fair value
5142	is terminated other than by the purchase of the limited partner
5143	interest by the limited partnership, all rights of the limited
5144	partner, with respect to such limited partner interest, shall be
5145	reinstated effective as of the date the limited partner
5146	delivered the items required by subsection (1), including the
5147	right to receive any intervening payment or other distribution
5148	with respect to such partnership interests, or, if any such
5149	rights have expired or any such distribution other than a cash
5150	payment has been completed, in lieu thereof at the election of
5151	the limited partnership, the fair value thereof in cash as
5152	determined by the limited partnership as of the time of such
5153	expiration or completion, but without prejudice otherwise to any
5154	action or proceeding of the limited partnership that may have
5155	been taken by the limited partnership on or after the date the
5156	limited partner delivered the items required by subsection (1).
5157	620.2120  Limited partner's acceptance of limited
5158	partnership's offer.--
5159	(1)  If the limited partner states on the form provided in
5160	s. 620.2118(1) that the limited partner accepts the offer of the
5161	limited partnership to pay the limited partnership's estimated
5162	fair value for the limited partner interest, the limited
5163	partnership shall make such payment to the limited partner
5164	within 90 days after the limited partnership's receipt of the
5165	items required by s. 620.1119(1).
5166	(2)  Upon payment of the agreed value, the limited partner
5167	shall cease to have any interest in the partnership interests.
5168	620.2121  Procedure if limited partner is dissatisfied with
5169	offer.--
5170	(1)  A limited partner who is dissatisfied with the limited
5171	partnership's offer as set forth pursuant to s. 620.2118(2)(b)5.
5172	must notify the limited partnership on the form provided
5173	pursuant to s. 620.2118(1) of the limited partner's estimate of
5174	the fair value of the limited partner interest and demand
5175	payment of that estimate plus interest.
5176	(2)  A limited partner who fails to notify the limited
5177	partnership in writing of the limited partner's demand to be
5178	paid the limited partner's estimate of the fair value plus
5179	interest under subsection (1) within the timeframe set forth in
5180	s. 620.2118(2)(b)2. waives the right to demand payment under
5181	this section and shall be entitled only to the payment offered
5182	by the limited partnership pursuant to s. 620.2118(2)(b)5.
5183	620.2122  Court action.--
5184	(1)  If a limited partner makes demand for payment under s.
5185	620.2121 which remains unsettled, the limited partnership shall
5186	commence a proceeding within 60 days after receiving the payment
5187	demand and petition the court to determine the fair value of the
5188	partnership interests and accrued interest. If the limited
5189	partnership does not commence the proceeding within the 60-day
5190	period, any limited partner who has made a demand pursuant to s.
5191	620.2121 may commence the proceeding in the name of the limited
5192	partnership.
5193	(2)  The proceeding shall be commenced in the appropriate
5194	court of the county in which the limited partnership's principal
5195	office, or, if none, its registered office, in this state is
5196	located. If the limited partnership is a foreign limited
5197	partnership without a registered office in this state, the
5198	proceeding shall be commenced in the county in this state in
5199	which the principal office or registered office of the domestic
5200	limited partnership was located at the time of the transaction.
5201	(3)  All limited partners, whether or not residents of this
5202	state, whose demands remain unsettled shall be made parties to
5203	the proceeding as in an action against their partnership
5204	interests. The limited partnership shall serve a copy of the
5205	initial pleading in such proceeding upon each limited partner
5206	party who is a resident of this state in the manner provided by
5207	law for the service of a summons and complaint and upon each
5208	nonresident limited partner party by registered or certified
5209	mail or by publication as provided by law.
5210	(4)  The jurisdiction of the court in which the proceeding
5211	is commenced under subsection (2) is plenary and exclusive. If
5212	the court so elects, the court may appoint one or more persons
5213	as appraisers to receive evidence and recommend a decision on
5214	the question of fair value. The appraisers shall have the powers
5215	described in the order appointing them or in any amendment to
5216	the order. The limited partners demanding appraisal rights are
5217	entitled to the same discovery rights as parties in other civil
5218	proceedings. There shall be no right to a jury trial.
5219	(5)  Each partner made a party to the proceeding is
5220	entitled to judgment for the amount of the fair value of such
5221	limited partner's limited partner partnership interests, plus
5222	interest, as found by the court.
5223	(6)  The limited partnership shall pay each such partner
5224	the amount found to be due within 10 days after final
5225	determination of the proceedings. Upon payment of the judgment,
5226	the limited partner shall cease to have any interest in the
5227	limited partnership interests.
5228	620.2123  Court costs and counsel fees.--
5229	(1)  The court in an appraisal proceeding shall determine
5230	all costs of the proceeding, including the reasonable
5231	compensation and expenses of appraisers appointed by the court.
5232	The court shall assess the costs against the limited
5233	partnership, except that the court may assess costs against all
5234	or some of the limited partners demanding appraisal, in amounts
5235	the court finds equitable, to the extent the court finds such
5236	partners acted arbitrarily, vexatiously, or not in good faith
5237	with respect to the rights provided by this act.
5238	(2)  The court in an appraisal proceeding may also assess
5239	the fees and expenses of counsel and experts for the respective
5240	parties, in amounts the court finds equitable:
5241	(a)  Against the limited partnership and in favor of any or
5242	all limited partners demanding appraisal if the court finds the
5243	limited partnership did not substantially comply with ss.
5244	620.2116 and 620.2118; or
5245	(b)  Against either the limited partnership or a limited
5246	partner demanding appraisal, in favor of any other party, if the
5247	court finds that the party against whom the fees and expenses
5248	are assessed acted arbitrarily, vexatiously, or not in good
5249	faith with respect to the rights provided by this act.
5250	(3)  If the court in an appraisal proceeding finds that the
5251	services of counsel for any limited partner were of substantial
5252	benefit to other limited partners similarly situated, and that
5253	the fees for those services should not be assessed against the
5254	limited partnership, the court may award to such counsel
5255	reasonable fees to be paid out of the amounts awarded the
5256	limited partners who were benefited.
5257	(4)  To the extent the limited partnership fails to make a
5258	required payment pursuant to s. 620.2120, the limited partner
5259	may sue directly for the amount owed and, to the extent
5260	successful, shall be entitled to recover from the limited
5261	partnership all costs and expenses of the suit, including
5262	counsel fees.
5263	620.2124  Limitation on limited partnership payment.--
5264	(1)  No payment shall be made to a limited partner seeking
5265	appraisal rights if, at the time of payment, the limited
5266	partnership is unable to meet the distribution standards of s.
5267	620.1508. In such event, the limited partner shall, at the
5268	limited partner's option:
5269	(a)  Withdraw the notice of intent to assert appraisal
5270	rights, which shall in such event be deemed withdrawn with the
5271	consent of the limited partnership; or
5272	(b)  Retain the status as a claimant against the limited
5273	partnership and, if the limited partnership is liquidated, be
5274	subordinated to the rights of creditors of the limited
5275	partnership, but have rights superior to the limited partners
5276	not asserting appraisal rights, and, if it is not liquidated,
5277	retain the right to be paid for the limited partner interests,
5278	which right the limited partnership shall be obliged to satisfy
5279	when the restrictions of this section do not apply.
5280	(2)  The limited partner shall exercise the option under
5281	paragraph (1)(a) or paragraph (1)(b) by written notice filed
5282	with the limited partnership within 30 days after the limited
5283	partnership has given written notice that the payment for the
5284	limited partner interests cannot be made because of the
5285	restrictions of this section. If the limited partner fails to
5286	exercise the option, the limited partner shall be deemed to have
5287	withdrawn the notice of intent to assert appraisal rights.
5288	620.2125  Application of other laws to provisions governing
5289	conversions and mergers.--
5290	(1)  The provisions of ss. 620.2101-2124 do not preclude an
5291	entity from being converted or merged under other law.
5292	(2)  The provisions of ss. 620.2101-620.2124 do not
5293	authorize any act prohibited by other applicable law or change
5294	the requirements of any law or rule regulating a specific
5295	organization or industry, such as a not-for-profit organization,
5296	insurance, banking or investment establishment, or other
5297	regulated business or activity.
5298	620.2201  Uniformity of application and construction.--In
5299	applying and construing this act, consideration must be given to
5300	the need to promote uniformity of the law with respect to its
5301	subject matter among states that enact it.
5302	620.2202  Severability clause.--If any provision of this
5303	act or its application to any person or circumstance is held
5304	invalid, the invalidity does not affect other provisions or
5305	applications of this act which can be given effect without the
5306	invalid provision or application, and to this end the provisions
5307	of this act are severable.
5308	620.2203  Relation to electronic signatures in Global and
5309	National Commerce Act.--This act modifies, limits, or supersedes
5310	the federal Electronic Signatures in Global and National
5311	Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act does not
5312	modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s.
5313	7001(c), or authorize electronic delivery of any of the notices
5314	described in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except
5315	to the extent permitted pursuant to ss. 15.16, 116.34, and
5316	668.50 of such act.
5317	620.2204  Application to existing relationships.--
5318	(1)  Before January 1, 2007, this act governs only:
5319	(a)  A limited partnership formed on or after January 1,
5320	2006.
5321	(b)  Except as otherwise provided in subsections (3) and
5322	(4), a limited partnership formed before January  1, 2006, which
5323	elects, in the manner provided in its partnership agreement or
5324	by law for amending the partnership agreement, to be subject to
5325	this act.
5326	(2)  Except as otherwise provided in subsection (3), on and
5327	after January 1, 2007, this act governs all limited
5328	partnerships.
5329	(3)  With respect to a limited partnership formed before
5330	January 1, 2006, the following rules apply except as the
5331	partners otherwise elect in the manner provided in the
5332	partnership agreement or by law for amending the partnership
5333	agreement:
5334	(a)  The provisions of s. 620.1104(3) do not apply and the
5335	limited partnership has whatever duration such limited
5336	partnership had under the law applicable immediately before
5337	January 1, 2006.
5338	(b)  The limited partnership is not required to amend its
5339	certificate of limited partnership to comply with s.
5340	620.1201(1)(d).
5341	(c)  The provisions of ss. 620.1601 and 620.1602 do not
5342	apply and a limited partner has the same right and power to
5343	dissociate from the limited partnership, with the same
5344	consequences, as existed immediately before July 1, 2005.
5345	(d)  The provisions of s. 620.603(4) do not apply.
5346	(e)  The provisions of s. 620.1603(5) do not apply and a
5347	court has the same power to expel a general partner as the court
5348	had immediately before January 1, 2006.
5349	(f)  The provisions of s. 620.1801(3) do not apply and the
5350	connection between a person's dissociation as a general partner
5351	and the dissolution of the limited partnership is the same as
5352	existed immediately before January 1, 2006.
5353	(4)  With respect to a limited partnership that elects
5354	pursuant to paragraph (1)(b) to be subject to this act, after
5355	the election takes effect the provisions of this act relating to
5356	the liability of the limited partnership's general partners to
5357	third parties apply:
5358	(a)  Before January 1, 2007, to:
5359	1.  A third party that had not done business with the
5360	limited partnership in the year before the election took effect.
5361	2.  A third party that had done business with the limited
5362	partnership in the year before the election took effect only if
5363	the third party knows or has received a notification of the
5364	election.
5365	(b)  On and after January 1, 2007, to all third parties,
5366	but those provisions remain inapplicable to any obligation
5367	incurred while those provisions were inapplicable under
5368	subparagraph (a)2.
5369	620.2205  Savings clause.--This act does not affect an
5370	action commenced, proceeding brought, or right accrued before
5371	this act takes effect.
5372	Section 16.  Paragraphs (j) and (k) of subsection (2) of
5373	section 620.8103, Florida Statutes, are amended to read:
5374	620.8103  Effect of partnership agreement; nonwaivable
5375	provisions.--
5376	(2)  The partnership agreement may not:
5377	(j)  Change the notice provisions contained in s.
5378	620.8902(6) or s. 620.8905(6); or
5379	(j)(k)  Restrict rights of third parties under this act.
5380	Section 17.  Subsections (5), (6), (7), and (8) of section
5381	620.8105, Florida Statutes, are amended to read:
5382	620.8105  Execution, filing, and recording of partnership
5383	registration and other statements.--
5384	(5)  A partnership registration statement or other
5385	statement or a certificate of merger or certificate of
5386	conversion must be delivered to the Department of State for
5387	filing, which may be accomplished by electronic filing pursuant
5388	to s. 15.16, and must be typewritten or legibly printed in the
5389	English language. A registration statement or other statement,
5390	or a certificate of merger or certificate of conversion, may
5391	specify a delayed effective time and, if so specified, such
5392	filing shall become effective at the delayed time and date
5393	specified. If a delayed effective date, but no time, is
5394	specified, the filing shall become effective at the close of
5395	business on the delayed effective date. Unless otherwise
5396	permitted by this chapter, a delayed effective date for a
5397	document to be filed may not be later than the 90th day after
5398	the date on which the document is filed.
5399	(6)  A registration statement filed by a partnership must
5400	be executed by at least two partners. Other statements must be
5401	executed by a partner or other person authorized by this act.
5402	The execution of a statement by an individual as, or on behalf
5403	of, a partner or other person named as a partner in a filing
5404	constitutes an affirmation under the penalties of perjury that
5405	the facts stated therein are true.
5406	(7)  A partnership may amend or cancel its registration
5407	statement, and a person authorized by this act to file a
5408	statement of partnership authority, a statement of denial, a
5409	statement of dissociation, a statement of dissolution, a
5410	certificate statement of merger, a certificate of conversion, a
5411	statement of qualification, or a statement of foreign
5412	qualification may amend or cancel such document statement, by
5413	filing an amendment or cancellation that:
5414	(a)  Identifies the partnership and the statement or
5415	certificate being amended or canceled.; and
5416	(b)  States the substance of what is being amended or
5417	canceled.
5418	(8)  A certified copy of a statement or certificate that
5419	has been filed with the Department of State and recorded in the
5420	office for recording transfers of real property has the effect
5421	provided for recorded statements in this act. A recorded
5422	statement that is not a certified copy of a statement or
5423	certificate filed with the Department of State does not have the
5424	effect provided for recorded statements in this act.
5425	Section 18.  Paragraph (n) of subsection (1) of section
5426	620.81055, Florida Statutes, is renumbered as paragraph (o), and
5427	a new paragraph (n) is added to said subsection, to read:
5428	620.81055  Fees for filing documents and issuing
5429	certificates; powers of the Department of State.--
5430	(1)  The Department of State shall collect the following
5431	fees when documents authorized by this act are delivered to the
5432	Department of State for filing:
5433	(n)  Certificate of conversion: $25.
5434	(o)(n)  Any other document required or permitted to be
5435	filed by this act: $25.
5436	Section 19.  Subsection (2) of section 620.8404, Florida
5437	Statutes, is amended to read:
5438	620.8404  General standards of partner's conduct.--
5439	(2)  A partner's duty of loyalty to the partnership and the
5440	other partners is limited to includes, without limitation, the
5441	following:
5442	(a)  To account to the partnership and hold as trustee for
5443	the partnership any property, profit, or benefit derived by the
5444	partner in the conduct and winding up of the partnership
5445	business or derived from a use by the partner of partnership
5446	property, including the appropriation of a partnership
5447	opportunity;
5448	(b)  To refrain from dealing with the partnership in the
5449	conduct or winding up of the partnership business as or on
5450	behalf of a party having an interest adverse to the partnership;
5451	and
5452	(c)  To refrain from competing with the partnership in the
5453	conduct of the partnership business before the dissolution of
5454	the partnership.
5455	Section 20.  Sections 620.8911, 620.8912, 620.8913,
5456	620.8914, 620.8915, 620.8916, 620.8917, 620.8918, 620.8919,
5457	620.8920, 620.8921, 620.8922, and 620.8923, Florida Statutes,
5458	are created to read:
5459	620.8911  Definitions.--As used in this section and ss.
5460	620.8912-620.8923:
5461	(1)  "Constituent partnership" means a constituent
5462	organization that is a partnership governed by this  act.
5463	(2)  "Constituent organization" means an organization that
5464	is party to a merger.
5465	(3)  "Converted organization" means the organization into
5466	which a converting organization converts pursuant to ss.
5467	620.8902-620.8905.
5468	(4)  "Converting partnership" means a converting
5469	organization that is a partnership governed by this act.
5470	(5)  "Converting organization" means an organization that
5471	converts into another organization pursuant to s. 620.8912.
5472	(6)  "Governing law" of an organization means the law that
5473	governs the organization's internal affairs.
5474	(7)  "Organization" means a corporation; general
5475	partnership, including a limited liability partnership; limited
5476	partnership, including a limited liability limited partnership;
5477	limited liability company; common law or business trust or
5478	association; real estate investment trust; or any other person
5479	organized under a governing law or other applicable law,
5480	provided such term shall not include an organization that is not
5481	organized for profit, unless the not-for-profit organization is
5482	the converted organization or the surviving organization in a
5483	conversion or a merger governed by this act. The term includes
5484	both domestic and foreign organizations.
5485	(8)  "Organizational documents" means:
5486	1.  For a domestic or foreign general partnership, its
5487	partnership agreement.
5488	2.  For a limited partnership or foreign limited
5489	partnership, its certificate of limited partnership and
5490	partnership agreement.
5491	3.  For a domestic or foreign limited liability company,
5492	its articles of organization and operating agreement, or
5493	comparable records as provided in its governing law.
5494	4.  For a business trust, its agreement of trust and
5495	declaration of trust.
5496	5.  For a domestic or foreign corporation for profit, its
5497	articles of incorporation, bylaws, and other agreements among
5498	its shareholders which are authorized by its governing law, or
5499	comparable records as provided in its governing law.
5500	6.  For any other organization, the basic records that
5501	create the organization and determine its internal governance
5502	and the relations among the persons that own it, have an
5503	interest in it, or are members of it.
5504	(9)  "Personal liability" means personal liability for a
5505	debt, liability, or other obligation of an organization which is
5506	imposed on a person that coowns, has an interest in, or is a
5507	member of the organization:
5508	1.  By the organization's governing law solely by reason of
5509	the person's coowning, having an interest in, or being a member
5510	of the organization; or
5511	2.  By the organization's organizational documents under a
5512	provision of the organization's governing law authorizing those
5513	documents to make one or more specified persons liable for all
5514	or specified debts, liabilities, and other obligations of the
5515	organization solely by reason of the person or persons'
5516	coowning, having an interest in, or being a member of the
5517	organization.
5518	(10)  "Record" means information that is inscribed on a
5519	tangible medium or that is stored in an electronic or other
5520	medium and is retrievable in perceivable form.
5521	(11)  "Surviving organization" means an organization into
5522	which one or more other organizations are merged. A surviving
5523	organization may preexist the merger or be created by the
5524	merger.
5525	620.8912  Conversion.--
5526	(1)  An organization other than a partnership may convert
5527	to a partnership, and a partnership may convert to another
5528	organization pursuant to this section and ss. 620.8913-620.8915
5529	and a plan of conversion, if:
5530	(a)  The other organization's governing law authorizes the
5531	conversion.
5532	(b)  The conversion is permitted by the law of the
5533	jurisdiction that enacted the governing law.
5534	(c)  The other organization complies with its governing law
5535	in effecting the conversion.
5536	(2)  A plan of conversion must be in a record and must
5537	include:
5538	(a)  The name and form of the organization before
5539	conversion.
5540	(b)  The name and form of the organization after
5541	conversion.
5542	(c)  The terms and conditions of the conversion, including
5543	the manner and basis for converting interests in the converting
5544	organization into any combination of money, interests in the
5545	converted organization, and other consideration.
5546	(d)  The organizational documents of the converted
5547	organization.
5548	620.8913  Action on plan of conversion by converting
5549	partnership.--
5550	(1)  A plan of conversion must be consented to by all of
5551	the partners of a converting partnership. The consents required
5552	by this subsection must be in, or evidenced by, a record.
5553	(2)  Subject to s. 620.8920 and any contractual rights,
5554	after a conversion is approved, and at any time before a filing
5555	is made under s. 620.8914, a converting partnership may amend
5556	the plan or abandon the planned conversion:
5557	(a)  As provided in the plan.
5558	(b)  Except as prohibited by the plan, by the same consent
5559	as was required to approve the plan.
5560	620.8914  Filings required for conversion; effective
5561	date.--
5562	(1)  After a plan of conversion is approved:
5563	(a)  A converting partnership shall deliver to the
5564	Department of State for filing a statement of registration in
5565	accordance with s. 620.8105, if such statement was not
5566	previously filed, and a certificate of conversion, in accordance
5567	with s. 620.8105, which must include:
5568	1.  A statement that the partnership has been converted
5569	into another organization.
5570	2.  The name and form of the organization and the
5571	jurisdiction of its governing law.
5572	3.  The date the conversion is effective under the
5573	governing law of the converted organization.
5574	4.  A statement that the conversion was approved as
5575	required by this act.
5576	5.  A statement that the conversion was approved as
5577	required by the governing law of the converted organization.
5578	6.  If the converted organization is a foreign organization
5579	not authorized to transact business in this state, the street
5580	and mailing address of an office which the Department of State
5581	may use for the purposes of s. 620.8915(3).
5582	(b)  In the case of a converting organization converting
5583	into a partnership to be governed by this act, the converting
5584	organization shall deliver to the Department of State for
5585	filing:
5586	1.  A certificate of registration in accordance with s.
5587	620.8105.
5588	2.  A certificate of conversion, in accordance with s.
5589	620.8105, which certificate of conversion must include:
5590	a.  A statement that the partnership was converted from
5591	another organization.
5592	b.  The name and form of the converting organization and
5593	the jurisdiction of its governing law.
5594	c.  A statement that the conversion was approved as
5595	required by this act.
5596	d.  A statement that the conversion was approved in a
5597	manner that complied with the converting organization's
5598	governing law.
5599	e.  The effective time of the conversion, if other than the
5600	time of the filing of the statement of conversion.
5601	(2)  A conversion becomes effective:
5602	(a)  If the converted organization is a partnership, at the
5603	time specified in the plan of conversion or the certificate of
5604	conversion, which may be as of or after the time of the filing
5605	of the certificate of conversion, and, if the certificate of
5606	conversion does not contain such an effective time, the
5607	effective time shall be upon the filing of the certificate of
5608	conversion with the Department of State, provided, if the
5609	certificate has a delayed effective date, the certificate may
5610	not be effective any later than the 90th day after the date it
5611	was filed and provided further, the effective date shall not be
5612	any earlier than the effective date of the statement of
5613	registration filed with the Department of State for the
5614	partnership in accordance with s. 620.8105.
5615	(b)  If the converted organization is not a partnership, as
5616	provided by the governing law of the converted organization.
5617	620.8915  Effect of conversion.--
5618	(1)  An organization that has been converted pursuant to
5619	this act is for all purposes the same entity that existed before
5620	the conversion.
5621	(2)  When a conversion takes effect:
5622	(a)  Title to all real estate and other property, or any
5623	interest therein, owned by the converting organization at the
5624	time of its conversion remains vested in the converted
5625	organization without reversion or impairment under this act.
5626	(b)  All debts, liabilities, and other obligations of the
5627	converting organization continue as obligations of the converted
5628	organization.
5629	(c)  An action or proceeding pending by or against the
5630	converting organization may be continued as if the conversion
5631	had not occurred.
5632	(d)  Except as prohibited by other law, all of the rights,
5633	privileges, immunities, powers, and purposes of the converting
5634	organization remain vested in the converted organization.
5635	(e)  Except as otherwise provided in the plan of
5636	conversion, the terms and conditions of the plan of conversion
5637	take effect.
5638	(f)  Except as otherwise agreed, the conversion does not
5639	dissolve a converting limited partnership for purposes of this
5640	act and ss. 620.8801-620.8807 shall not apply.
5641	(3)  A converted organization that is a foreign
5642	organization consents to the jurisdiction of the courts of this
5643	state to enforce any obligation owed by the converting
5644	partnership, if before the conversion the converting partnership
5645	was subject to suit in this state on the obligation. A converted
5646	organization that is a foreign organization and not authorized
5647	to transact business in this state shall appoint the Department
5648	of State as its agent for service of process for purposes of
5649	enforcing an obligation under this subsection. Service on the
5650	Department of State under this subsection shall be made in the
5651	same manner and with the same consequences as provided in s.
5652	48.141.
5653	(4)  A copy of the certificate of conversion, certified by
5654	the Department of State, may be filed in any county of this
5655	state in which the converting organization holds an interest in
5656	real property.
5657	620.8916  Merger.--
5658	(1)  A partnership may merge with one or more other
5659	constituent organizations pursuant to this section and ss.
5660	620.8917-620.8919 and a plan of merger, if:
5661	(a)  The governing law of each of the other organizations
5662	authorizes the merger.
5663	(b)  The merger is permitted by the law of each
5664	jurisdiction that enacted those governing laws.
5665	(c)  Each of the other organizations complies with its
5666	governing law in effecting the merger.
5667	(2)  A plan of merger must be in a record and must include:
5668	(a)  The name and form of each constituent organization.
5669	(b)  The name and form of the surviving organization.
5670	(c)  The terms and conditions of the merger, including the
5671	manner and basis for converting the interests in each
5672	constituent organization into any combination of money,
5673	interests in the surviving organization, and other
5674	consideration.
5675	(d)  Any amendments to be made by the merger to the
5676	surviving organization's organizational documents.
5677	620.8917  Action on plan of merger by constituent
5678	partnership.--
5679	(1)  A plan of merger must be consented to by all of the
5680	partners of a constituent partnership. The consents required by
5681	this subsection must be in, or evidenced by, a record.
5682	(2)  Subject to s. 620.8920 and any contractual rights,
5683	after a merger is approved, and at any time before a filing is
5684	made under s. 620.8918, a constituent partnership may amend the
5685	plan or abandon the planned merger:
5686	(a)  As provided in the plan.
5687	(b)  Except as prohibited by the plan, with the same
5688	consent as was required to approve the plan.
5689	620.8918  Filings required for merger; effective date.--
5690	(1)  After each constituent organization has approved a
5691	merger, a certificate of merger must be signed on behalf of:
5692	(a)  Each preexisting constituent partnership, by all of
5693	the partners of such partnership.
5694	(b)  Each other preexisting constituent organization, by an
5695	authorized representative.
5696	(2)  The certificate of merger must include:
5697	(a)  The name and form of each constituent organization and
5698	the jurisdiction of its governing law.
5699	(b)  The name and form of the surviving organization, the
5700	jurisdiction of its governing law, and, if the surviving
5701	organization is created by the merger, a statement to that
5702	effect.
5703	(c)  The date the merger is effective under the governing
5704	law of the surviving organization.
5705	(d)  Any amendments provided for in the plan of merger for
5706	the organizational document that created the organization.
5707	(e)  A statement as to each constituent organization that
5708	the merger was approved as required by the organization's
5709	governing law.
5710	(f)  If the surviving organization is a foreign
5711	organization not authorized to transact business in this state,
5712	the street and mailing address of an office which the Department
5713	of State may use for the purposes of subsection 620.8919(2).
5714	(g)  Any additional information required by the governing
5715	law of any constituent organization.
5716	(3)  Each constituent partnership shall deliver to the
5717	Department of State for filing a statement of registration in
5718	accordance with s. 620.8105, if such statement was not
5719	previously filed, and a certificate of merger in accordance with
5720	s. 620.8105.
5721	(4)  A merger becomes effective under this act:
5722	(a)  If the surviving organization is a partnership, at the
5723	time specified in the plan of merger or the certificate of
5724	merger, which may be as of or after the time of the filing of
5725	the certificate of merger, and, if the certificate of merger
5726	does not contain such an effective time, the effective time
5727	shall be upon the filing of the statement of merger with the
5728	Department of State, provided, if the certificate has a delayed
5729	effective date, the certificate may not be effective any later
5730	than the 90th day after the date it was filed, and provided
5731	further, the effective date shall not be any earlier than the
5732	effective date of the statement of registration filed with the
5733	Department of State for the partnership in accordance with s.
5734	620.8105.
5735	(b)  If the surviving organization is not a partnership, as
5736	provided by the governing law of the surviving organization.
5737	(5)  A certificate of merger shall act as a cancellation of
5738	any statement of registration for purposes of s. 620.8105 for a
5739	partnership that is a party to the merger that is not the
5740	surviving organization, which cancellation shall be deemed filed
5741	upon the effective date of the merger.
5742	620.8919  Effect of merger.--
5743	(1)  When a merger becomes effective:
5744	(a)  The surviving organization continues.
5745	(b)  Each constituent organization that merges into the
5746	surviving organization ceases to exist as a separate entity.
5747	(c)  Title to all real estate and other property owned by
5748	each constituent organization that ceases to exist vests in the
5749	surviving organization without reversion or impairment.
5750	(d)  All debts, liabilities, and other obligations of each
5751	constituent organization that ceases to exist continue as
5752	obligations of the surviving organization.
5753	(e)  An action or proceeding pending by or against any
5754	constituent organization that ceases to exist may be continued
5755	as if the merger had not occurred.
5756	(f)  Except as prohibited by other law, all of the rights,
5757	privileges, immunities, powers, and purposes of each constituent
5758	organization that ceases to exist vest in the surviving
5759	organization.
5760	(g)  Except as otherwise provided in the plan of merger,
5761	the terms and conditions of the plan of merger take effect.
5762	(h)  Except as otherwise agreed, if a constituent
5763	partnership ceases to exist, the merger does not dissolve the
5764	partnership for purposes of this act, and ss. 620.8801-620.8807
5765	shall not apply.
5766	(i)  Any amendments provided for in the certificate of
5767	merger for the organizational document that created the
5768	organization become effective.
5769	(2)  A surviving organization that is a foreign
5770	organization consents to the jurisdiction of the courts of this
5771	state to enforce any obligation owed by a constituent
5772	organization, if before the merger the constituent organization
5773	was subject to suit in this state on the obligation. A surviving
5774	organization that is a foreign organization and not authorized
5775	to transact business in this state shall appoint the Department
5776	of State as its agent for service of process pursuant to the
5777	provisions of s. 48.181.
5778	(3)  A copy of the certificate of merger, certified by the
5779	Department of State, may be filed in any county of this state in
5780	which a constituent organization holds an interest in real
5781	property.
5782	620.8920  Restrictions on approval of conversions and
5783	mergers and on relinquishing limited liability partnership
5784	status.--
5785	(1)  If a partner of a converting or constituent
5786	partnership will have personal liability with respect to a
5787	converted or surviving organization, approval and amendment of a
5788	plan of conversion or merger are ineffective without the consent
5789	of the partner, unless:
5790	(a)  The partnership's partnership agreement provides for
5791	the approval of the conversion or merger with the consent of
5792	fewer than all the partners.
5793	(b)  The partner has consented to the provision of the
5794	partnership agreement.
5795	(2)  An amendment to a statement of qualification of a
5796	limited liability partnership which revokes its status as such
5797	is ineffective without the consent of each general partner
5798	unless:
5799	(a)  The limited liability partnership's partnership
5800	agreement provides for the amendment with the consent of less
5801	than all its partners.
5802	(b)  Each partner that does not consent to the amendment
5803	has consented to the provision of the partnership agreement.
5804	(3)  A partner does not give the consent required by
5805	subsection (1) or subsection (2) merely by consenting to a
5806	provision of the partnership agreement which permits the
5807	partnership agreement to be amended with the consent of fewer
5808	than all the partners.
5809	620.8921  Liability of a partner after conversion or
5810	merger.--
5811	(1)  A conversion or merger under this act does not
5812	discharge any liability under ss. 620.8306 and 620.8703 of a
5813	person that was a partner in or dissociated as a partner from a
5814	converting or constituent partnership, but:
5815	(a)  The provisions of this act pertaining to the
5816	collection or discharge of the liability continue to apply to
5817	the liability.
5818	(b)  For the purposes of applying those provisions, the
5819	converted or surviving organization is deemed to be the
5820	converting or constituent partnership.
5821	(c)  If a person is required to pay any amount under this
5822	subsection:
5823	1.  The person has a right of contribution from each other
5824	person that was liable as a partner under s. 620.8306 when the
5825	obligation was incurred and has not been released from the
5826	obligation under s. 620.8703.
5827	2.  Any such rights of contribution and the relative
5828	amounts of contribution shall be determined and settled in the
5829	same manner as provided in s. 620.8807(3).
5830	(2)  In addition to any other liability provided by law:
5831	(a)  A person that immediately before a conversion or
5832	merger became effective was a partner in a converting or
5833	constituent partnership that was not a limited liability
5834	partnership is personally liable on a transaction entered into
5835	by the converted or surviving organization with a third party
5836	after the conversion or merger becomes effective, if, at the
5837	time the third party enters into the transaction, the third
5838	party:
5839	1.  Does not have notice of the conversion or merger.
5840	2.  Reasonably believes that:
5841	a.  The converted or surviving business is the converting
5842	or constituent partnership.
5843	b.  The converting or constituent partnership is not a
5844	limited liability limited partnership.
5845	c.  The person is a partner in the converting or
5846	constituent partnership.
5847	(b)  A person that was dissociated as a partner from a
5848	converting or constituent partnership before the conversion or
5849	merger became effective is personally liable on a transaction
5850	entered into by the converted or surviving organization with a
5851	third party after the conversion or merger becomes effective,
5852	if:
5853	1.  Immediately before the conversion or merger became
5854	effective the converting or surviving partnership was a not a
5855	limited liability partnership.
5856	2.  At the time the third party enters into the transaction
5857	fewer than 2 years have passed since the person dissociated as a
5858	partner, and the third party:
5859	a.  Does not have notice of the dissociation.
5860	b.  Does not have notice of the conversion or merger.
5861	c.  Reasonably believes that the converted or surviving
5862	organization is the converting or constituent partnership, the
5863	converting or constituent limited partnership is not a limited
5864	liability partnership, and the person is a partner in the
5865	converting or constituent partnership.
5866	620.8922  Power of partners and persons dissociated as
5867	partners to bind organization after conversion or merger.--
5868	(1)  An act of a person who immediately before a conversion
5869	or merger became effective was a partner in a converting or
5870	constituent partnership binds the converted or surviving
5871	organization after the conversion or merger becomes effective,
5872	if:
5873	(a)  Before the conversion or merger became effective, the
5874	act would have bound the converting or constituent limited
5875	partnership under s. 620.8301.
5876	(b)  At the time the third party enters into the
5877	transaction, the third party:
5878	1.  Does not have notice of the conversion or merger.
5879	2.  Reasonably believes that the converted or surviving
5880	business is the converting or constituent partnership and that
5881	the person is a partner in the converting or constituent
5882	partnership.
5883	(2)  An act of a person that before a conversion or merger
5884	became effective was dissociated as a partner from a converting
5885	or constituent partnership binds the converted or surviving
5886	organization after the conversion or merger becomes effective,
5887	if:
5888	(a)  Before the conversion or merger became effective, the
5889	act would have bound the converting or constituent partnership
5890	under s. 620.8301 if the person had been a partner.
5891	(b)  At the time the third party enters into the
5892	transaction, fewer than 2 years have passed since the person
5893	dissociated as a partner, and the third party:
5894	1.  Does not have notice of the dissociation.
5895	2.  Does not have notice of the conversion or merger.
5896	3.  Reasonably believes that the converted or surviving
5897	organization is the converting or constituent partnership and
5898	that the person is a partner in the converting or constituent
5899	partnership.
5900	(3)  If a person having knowledge of the conversion or
5901	merger causes a converted or surviving organization to incur an
5902	obligation under subsection (1) or subsection (2), the person is
5903	liable:
5904	(a)  To the converted or surviving organization for any
5905	damage caused to the organization arising from the obligation.
5906	(b)  If another person is liable for the obligation, to
5907	that other person for any damage caused to that other person
5908	arising from the liability.
5909	620.8923  Application of other laws to provisions governing
5910	conversions and mergers.--
5911	(1)  The provisions of ss. 620.8911-620.8922 do not
5912	preclude an entity from being converted or merged under other
5913	law.
5914	(2)  The provisions of ss. 620.8911-620.8922 do not
5915	authorize any act prohibited by any other applicable law or
5916	change the requirements of any law or rule regulating a specific
5917	organization or industry, including, but not limited to, a not-
5918	for-profit organization, insurance, banking or investment
5919	establishment, or other regulated business or activity.
5920	Section 21.  Subsection (1) of section 620.9104, Florida
5921	Statutes, is amended to read:
5922	620.9104  Activities not constituting transacting
5923	business.--
5924	(1)  Activities of a foreign limited liability partnership
5925	which do not constitute transacting business within the meaning
5926	of ss. 620.9101-620.9105 include, but are not limited to:
5927	(a)  Maintaining, defending, or settling an action or
5928	proceeding.;
5929	(b)  Holding meetings of its partners or carrying on any
5930	other activity concerning its internal affairs.;
5931	(c)  Maintaining bank accounts in financial institutions.;
5932	(d)  Maintaining offices or agencies for the transfer,
5933	exchange, and registration of the partnership's own securities
5934	or maintaining trustees or depositories with respect to those
5935	securities.;
5936	(e)  Selling through independent contractors.;
5937	(f)  Soliciting or obtaining orders, whether by mail or
5938	through employees or agents or otherwise, if the orders require
5939	acceptance outside this state before they become contracts.;
5940	(g)  Creating or acquiring indebtedness, mortgages, or
5941	security interests in real or personal property.;
5942	(h)  Securing or collecting debts or foreclosing mortgages
5943	or other security interests in property securing the debts, and
5944	holding, protecting, and maintaining property so acquired.;
5945	(i)  Conducting an isolated transaction that is completed
5946	within 30 days and is not one in the course of similar
5947	transactions of like nature.; and
5948	(j)  Transacting business in interstate commerce.
5949	(k)  Owning and controlling a subsidiary corporation
5950	incorporated in or transacting business within this state or
5951	voting the stock of any corporation which it has lawfully
5952	acquired.
5953	(l)  Owning a limited partnership interest in a limited
5954	partnership that is doing business within this state, unless
5955	such limited partner manages or controls the partnership or
5956	exercises the powers and duties of a general partner.
5957	(m)  Owning, without more, real or personal property.
5958	Section 22.  Effective January 1, 2006:
5959	(1)  Section 608.4384, Florida Statutes, is repealed.
5960	(2)  Sections 620.101, 620.102, 620.103, 620.105, 620.1051,
5961	620.106, 620.107, 620.108, 620.109, 620.112, 620.113, 620.114,
5962	620.115, 620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
5963	620.124, 620.125, 620.126, 620.127, 620.128, 620.129, 620.132,
5964	620.133, 620.134, 620.135, 620.136, 620.137, 620.138, 620.139,
5965	620.142, 620.143, 620.144, 620.145, 620.146, 620.147, 620.148,
5966	620.149, 620.152, 620.153, 620.154, 620.155, 620.156, 620.157,
5967	620.158, 620.159, 620.162, 620.163, 620.164, 620.165, 620.166,
5968	620.167, 620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
5969	620.176, 620.177, 620.178, 620.179, 620.182, 620.1835, 620.184,
5970	620.185, 620.186, 620.187, 620.192, 620.201, 620.202, 620.203,
5971	620.204, and 620.205, Florida Statutes, are repealed.
5972	(3)  Sections 620.8901, 620.8902, 620.8903, 620.8904,
5973	620.8905, 620.8906, 620.8907, and 620.8908, Florida Statutes,
5974	are repealed.
5975	Section 23.  Except as otherwise provided herein, this act
5976	shall take effect January 1, 2006.

CODING: Words stricken are deletions; words underlined are additions.