HB 0595CS

CHAMBER ACTION



1The Civil Justice Committee recommends the following:
2
3     Council/Committee Substitute
4     Remove the entire bill and insert:
5
A bill to be entitled
6An act relating to business entities; creating ss.
7607.1112-607.1115, F.S.; providing definitions,
8requirements, criteria, and procedures for conversion of a
9domestic corporation into another business entity;
10providing for certificates of conversion; providing for
11effect of conversion; providing definitions, requirements,
12criteria, and procedures for conversion of another
13business entity into a domestic corporation; amending ss.
14607.1302, 608.407, and 608.4225, F.S., to conform;
15creating ss. 608.4351-608.43595, F.S.; providing for
16appraisals of interests in certain limited liability
17companies; providing definitions; providing requirements,
18criteria, and procedures for appraisals; providing for
19appraisal rights of company members; providing for
20assertion of appraisal rights by nominees and beneficial
21owners; providing for notice of appraisal rights;
22providing for notice of intent to demand payment;
23providing for a written appraisal notice and form;
24providing for perfection of appraisal rights; providing a
25right to withdraw; providing for a member's acceptance of
26certain offers; providing procedures for members
27dissatisfied with company offers; providing for court
28action to determine fair value of certain demands for
29payment under certain circumstances; providing for award
30of court costs and attorney fees; providing limitations on
31payments by limited liability companies under certain
32circumstances; amending ss. 608.438, 608.4381, 608.4382,
33608.4383, and 608.439, F.S., to conform; creating ss.
34608.4401-608.4404, F.S.; providing definitions,
35requirements, criteria, and procedures for conversion of a
36domestic limited liability company into another business
37entity; requiring a plan of conversion; requiring certain
38actions on a plan of conversion; providing for
39certificates of conversion; providing for effects of
40conversion; amending s. 608.452, F.S., to conform;
41amending s. 617.0302, F.S., to conform; creating s.
42617.1108, F.S.; providing for application of certain
43provisions to mergers of domestic not-for-profit
44corporations and other business entities; creating ss.
45620.1101-620.2205, F.S.; revising the Florida Revised
46Uniform Limited Partnership Act; providing a popular name;
47providing definitions; specifying conditions of knowledge
48and notice; providing for nature, purpose, and duration of
49limited partnerships; providing powers of limited
50partnerships; specifying the governing law relating to
51limited partnerships; providing supplemental principles of
52law; providing for application of certain rates of
53interest under certain circumstances; providing for names
54of limited partnerships; specifying certain fees of the
55Department of State for certain purposes; providing for
56effect of partnership agreements; providing for
57nonwaivable provisions; requiring limited partnerships to
58maintain certain required information; authorizing certain
59business transactions of partners with a partnership;
60providing for dual capacity of certain persons; requiring
61a designated office, registered office, and registered
62agent of a limited partnership; providing for change of
63designated office, registered office, or registered agent;
64providing for resignation of a registered agent; providing
65for service of process for certain purposes; providing for
66consent and proxies of partners; providing for formation
67of limited partnerships; providing for a certificate of
68limited partnership; providing for amendment or
69restatement of a certificate of partnership; providing for
70a certificate of dissolution; providing for a statement of
71termination; requiring certain records to be signed;
72providing for signing and filing of certain records
73pursuant to court order; providing for delivery to and
74filing of certain records by the Department of State;
75providing for effective dates and times of certain records
76and filings; providing for correcting certain filed
77records; providing for liability for false information in
78filed records; providing for a certificate of status;
79requiring delivery of annual reports to the department;
80providing conditions for becoming a partner; specifying
81absence of right or power of a limited partner to bind a
82limited partnership; providing for approval of certain
83rights; specifying absence of liability of limited partner
84for limited partnership obligations; specifying rights of
85limited partners and former limited partners to certain
86information; specifying limited duties of limited
87partners; specifying conditions of liability or lack of
88liability on the part of certain persons for certain
89partnership obligations under certain circumstances;
90specifying conditions for becoming a general partner;
91specifying a general partner as an agent for the limited
92partnership; specifying liability of limited partnership
93for certain actions of general partners; providing for
94liability of general partners; specifying certain actions
95by and against limited partnerships and general partners;
96specifying management rights of general partners;
97providing certain approval rights of other partners;
98specifying the right of general partners and former
99general partners to certain information; providing general
100standards of conduct for general partners; providing for
101form of certain contributions by partners; providing for
102liability for certain contributions; providing for sharing
103of profits, losses, and distributions; providing for
104interim distributions; specifying absence of right to
105receive a distribution upon dissociation; providing for
106distributions in kind; providing certain rights to
107distributions; providing limitations on distributions;
108providing for liability for certain improper
109distributions; providing for dissociation as limited
110partner under certain circumstances; providing for effect
111of dissociation as limited partner; providing for
112dissociation as general partner; specifying a person's
113power to dissociate as general under certain
114circumstances; specifying conditions and liability of
115wrongful dissociation; providing for effect of
116dissociation as general partner; providing to a
117dissociated general partner a power to bind and liability
118to a partnership before dissolution of the partnership;
119providing for certain liability of dissociated general
120partners; providing for a partner's transferable interest;
121providing for transfers of partner's transferable
122interest; providing rights of creditors of partners and
123transferees; providing for powers of estates of deceased
124partners; providing for nonjudicial dissolution of limited
125partnerships; providing for judicial dissolutions;
126providing for winding up activities of a limited
127partnership; providing for a power of a general partner
128and dissociated general partners to bind a partnership
129after dissolution; providing for liability of certain
130persons to the partnership after dissolution; providing
131for disposition of known claims against dissolved limited
132partnerships; providing for filing certain unknown claims
133against dissolved limited partnerships; providing for
134liability of certain persons for certain barred claims
135against a limited partnership; providing for
136administrative dissolution; providing for reinstatement
137after administrative dissolution; providing for appeals
138from reinstatement denials; providing for revocation of
139dissolution; providing for disposition of assets upon
140winding up of activities of a limited partnership;
141specifying when contributions are required; specifying the
142governing law relating to foreign limited partnerships;
143providing for applications for certificates of authority
144for foreign limited partnerships; specifying certain
145activities as not constituting transacting business by a
146foreign limited partnership; providing for filing a
147certificate of authority for foreign limited partnerships
148to transact business; prohibiting a foreign limited
149partnership from obtaining a certificate of authority for
150a noncomplying name; providing for revocation of a
151certificate of authority for foreign limited partnerships;
152providing for cancellation of a certificate of authority
153for a foreign limited partnership; providing for effect of
154failure to have a certificate; authorizing the Attorney
155General to bring actions to restrain foreign limited
156partnerships from transacting business under certain
157circumstances; providing for reinstatement after
158administrative revocation; providing for amending a
159certificate of authority; providing for direct actions by
160a partner against a limited partnership or another partner
161under certain circumstances; authorizing partners to
162maintain derivative actions for certain purposes;
163specifying proper plaintiff in derivative actions;
164specifying contents of certain pleadings; specifying
165distribution of proceeds in derivative actions; providing
166for court award of expenses and attorney fees under
167certain circumstances; providing definitions; providing
168for conversion of an organization to a limited partnership
169or a limited partnership to another organization;
170requiring a plan of conversion; specifying certain actions
171on a plan of conversion; requiring a certificate of
172conversion; specifying certain required filings with the
173Department of State for a conversion; providing for effect
174of conversion; providing for a merger of a limited
175partnership with certain organizations; requiring a plan
176of merger; specifying certain actions on a plan of merger;
177requiring a certificate of merger; specifying certain
178required filings for a merger; providing for effect of
179merger; providing restrictions on approval of conversions
180and mergers; providing for liability of a general partner
181after conversion or merger; providing for power of certain
182persons to bind an organization after conversion or
183merger; providing for appraisals of interests in certain
184limited partnerships; providing definitions; providing for
185appraisal rights of limited partners; providing for
186assertion of appraisal rights by nominees and beneficial
187owners; providing for notice of appraisal rights;
188providing for notice of intent to demand payment;
189providing for a written appraisal notice and form;
190providing for perfection of appraisal rights; providing a
191right to withdraw; providing for a limited partner's
192acceptance of certain offers; providing procedures for
193limited partners dissatisfied with limited partnership
194offers; providing for court action to determine fair value
195of certain demands for payment under certain
196circumstances; providing for award of court costs and
197attorney fees; providing limitations on payments by
198limited partnerships under certain circumstances;
199providing for application of laws to provisions governing
200conversions and mergers; providing for uniformity of
201application and construction; providing severability;
202providing for application to the Electronic Signatures in
203Global and National Commerce Act; providing for
204application to existing business entities; amending ss.
205620.8103 and 620.8404, F.S., to conform; amending s.
206620.8105, F.S.; providing requirements for partnership
207registration statements, certificates of merger or
208conversion, and amended partnership registrations and
209certificates of merger or conversion; amending s.
210620.81055, F.S.; providing a fee for a certificate of
211conversion; creating ss. 620.8911-620.8923, F.S.;
212providing definitions; providing for conversion of certain
213organizations to a partnership or a partnership to another
214organization; providing requirements, criteria, and
215procedures for conversions; requiring a plan of
216conversion; requiring certain actions by a converting
217partnership on a plan of conversion; specifying certain
218required filings with the Department of State for a
219conversion; providing for effect of conversion; providing
220for a merger of a partnership with certain organizations;
221providing requirements, criteria, and procedures for
222mergers; requiring a plan of merger; specifying certain
223actions by a constituent partnership on a plan of merger;
224specifying certain requiring filings with the Department
225of State for a merger; providing for effect of merger;
226providing restrictions on approval of conversions and
227mergers; providing for liability of partners after
228conversion or merger; providing for power of certain
229persons to bind an organization after conversion or
230merger; providing construction relating to application of
231other laws to conversions and mergers; amending s.
232620.9104, F.S.; specifying additional activities not
233constituting transacting business; repealing s. 608.4384,
234F.S., relating to rights of members of limited liability
235companies dissenting to a merger; repealing ss. 620.101,
236620.102, 620.103, 620.105, 620.1051, 620.106, 620.107,
237620.108, 620.109, 620.112, 620.113, 620.114, 620.115,
238620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
239620.124, 620.125, 620.126, 620.127, 620.128, 620.129,
240620.132, 620.133, 620.134, 620.135, 620.136, 620.137,
241620.138, 620.139, 620.142, 620.143, 620.144, 620.145,
242620.146, 620.147, 620.148, 620.149, 620.152, 620.153,
243620.154, 620.155, 620.156, 620.157, 620.158, 620.159,
244620.162, 620.163, 620.164, 620.165, 620.166, 620.167,
245620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
246620.176, 620.177, 620.178, 620.179, 620.182, 620.1835,
247620.184, 620.185, 620.186, 620.187, 620.192, 620.201,
248620.202, 620.203, 620.204, and 620.205, F.S., relating to
249the Florida Revised Uniform Limited Partnership Act(1986);
250repealing ss. 620.8901, 620.8902, 620.8903, 620.8904,
251620.8905, 620.8906, 620.8907, and 620.8908, F.S., relating
252to conversions of partnerships and limited partnerships
253under the Revised Uniform Partnership Act of 1995;
254providing effective dates.
255
256Be It Enacted by the Legislature of the State of Florida:
257
258     Section 1.  Sections 607.1112, 607.1113, 607.1114, and
259607.1115, Florida Statutes, are created to read:
260     607.1112  Conversion of domestic corporation into another
261business entity.--
262     (1)  As used in this section and ss. 607.1113 and 607.1114,
263the term "another business entity" or "other business entity"
264means a limited liability company; a common law or business
265trust or association; a real estate investment trust; a general
266partnership, including a limited liability partnership; a
267limited partnership, including a limited liability limited
268partnership; or any other domestic or foreign entity that is
269organized under a governing law or other applicable law,
270provided such term shall not include a corporation and shall not
271include any entity that has not been organized for profit.
272     (2)  Pursuant to a plan of conversion complying with and
273approved in accordance with this section, a domestic corporation
274may convert to another business entity organized under the laws
275of this state or any other state, the United States, a foreign
276country, or other foreign jurisdiction, if:
277     (a)  The domestic corporation converting to the other
278business entity complies with the applicable provisions of this
279chapter.
280     (b)  The conversion is permitted by the laws of the
281jurisdiction that enacted the applicable laws under which the
282other business entity is governed and the other business entity
283complies with such laws in effecting the conversion.
284     (3)  The plan of conversion shall set forth:
285     (a)  The name of the domestic corporation and the name and
286jurisdiction of organization of the other business entity to
287which the domestic corporation is to be converted.
288     (b)  The terms and conditions of the conversion, including
289the manner and basis of converting the shares, obligations, or
290other securities, or rights to acquire shares, obligations, or
291other securities, of the domestic corporation into the
292partnership interests, limited liability company interests,
293obligations, or other securities of the other business entity,
294including any rights to acquire any such interests, obligations,
295or other securities, or, in whole or in part, into cash or other
296consideration.
297     (c)  All statements required to be set forth in the plan of
298conversion by the laws under which the other business entity is
299governed.
300     (4)  The plan of conversion shall include, or have attached
301to it, the articles, certificate, registration, or other
302organizational document by which the other business entity has
303been or will be organized under its governing laws.
304     (5)  The plan of conversion may also set forth any other
305provisions relating to the conversion.
306     (6)  The plan of conversion shall be adopted and approved
307by the board of directors and shareholders of a domestic
308corporation in the same manner as a merger of a domestic
309corporation under s. 607.1103. Notwithstanding such requirement,
310if the other business entity is a partnership or limited
311partnership, no shareholder of the converting domestic
312corporation shall, as a result of the conversion, become a
313general partner of the partnership or limited partnership,
314unless such shareholder specifically consents in writing to
315becoming a general partner of such partnership or limited
316partnership and, unless such written consent is obtained from
317each such shareholder, such conversion shall not become
318effective under s. 607.1114. Any shareholder providing such
319consent in writing shall be deemed to have voted in favor of the
320plan of conversion pursuant to which the shareholder became a
321general partner.
322     (7)  Section 607.1103 and ss. 607.1301-607.1333 shall,
323insofar as they are applicable, apply to a conversion of a
324domestic corporation into another business entity in accordance
325with this chapter.
326     607.1113  Certificate of conversion.--
327     (1)  After a plan of conversion is approved by the board of
328directors and shareholders of a converting domestic corporation,
329such corporation shall deliver to the Department of State for
330filing a certificate of conversion which shall be executed by
331the domestic corporation as required by s. 607.0120 and shall
332set forth:
333     (a)  A statement that the domestic corporation has been
334converted into another business entity in compliance with this
335chapter and that the conversion complies with the applicable
336laws governing the other business entity.
337     (b)  A statement that the plan of conversion was approved
338by the converting domestic corporation in accordance with this
339chapter and, if applicable, a statement that the written consent
340of each shareholder of such domestic corporation who, as a
341result of the conversion, becomes a general partner of the
342surviving entity has been obtained pursuant to s. 607.1112(6).
343     (c)  The effective date of the conversion, which, subject
344to the limitations in s. 607.0123(2), may be on or after the
345date of filing the certificate of conversion but shall not be
346different than the effective date of the conversion under the
347laws governing the other business entity into which the domestic
348corporation has been converted.
349     (d)  The address, including street and number, if any, of
350the principal office of the other business entity under the laws
351of the state, country, or jurisdiction in which such other
352business entity was organized.
353     (e)  If the other business entity is a foreign entity and
354is not authorized to transact business in this state, a
355statement that the other business entity appoints the Secretary
356of State as its agent for service of process in a proceeding to
357enforce obligations of the converting domestic corporation,
358including any appraisal rights of shareholders of the converting
359domestic corporation under ss. 607.1301-607.1333 and the street
360and mailing address of an office which the Department of State
361may use for purposes of s. 607.1114(4).
362     (f)  A statement that the other business entity has agreed
363to pay any shareholders having appraisal rights the amount to
364which they are entitled under ss. 607.1301-607.1333.
365     (2)  A copy of the certificate of conversion, certified by
366the Department of State, may be filed in the official records of
367any county in this state in which the converting domestic
368corporation holds an interest in real property.
369     607.1114  Effect of conversion of domestic corporation into
370another business entity.--When a conversion becomes effective:
371     (1)  A domestic corporation that has been converted into
372another business entity pursuant to this chapter is for all
373purposes the same entity that existed before the conversion.
374     (2)  The title to all real property and other property, or
375any interest therein, owned by the domestic corporation at the
376time of its conversion into the other business entity remains
377vested in the converted entity without reversion or impairment
378by operation of this chapter.
379     (3)  The other business entity into which the domestic
380corporation was converted shall continue to be responsible and
381liable for all the liabilities and obligations of the converting
382domestic corporation, including liability to any shareholders
383having appraisal rights under ss. 607.1301-607.1333 with respect
384to such conversion.
385     (4)  Any claim existing or action or proceeding pending by
386or against any domestic corporation that is converted into
387another business entity may be continued as if the conversion
388did not occur. If the converted entity is a foreign entity, it
389shall be deemed to have consented to the jurisdiction of the
390courts of this state to enforce any obligation of the converting
391domestic corporation if, before the conversion, the converting
392domestic corporation was subject to suit in this state on the
393obligation. A converted entity that is a foreign entity and not
394authorized to transact business in this state shall appoint the
395Department of State as its agent for service of process for
396purposes of enforcing an obligation under this subsection,
397including any appraisal rights of shareholders under ss.
398607.1301-607.1333 to the extent applicable to the conversion.
399Service on the Department of State under this subsection shall
400be made in the same manner and with the same consequences as
401under s. 48.141.
402     (5)  Neither the rights of creditors nor any liens upon the
403property of a domestic corporation that is converted into
404another business entity under this chapter shall be impaired by
405such conversion.
406     (6)  The shares, obligations, and other securities, or
407rights to acquire shares, obligations, or other securities, of
408the domestic corporation shall be converted into the partnership
409interests, limited liability company interests, obligations, or
410other securities of the other business entity, including any
411rights to acquire any such interests, obligations, or other
412securities, or, in whole or in part, into cash, or other
413consideration, as provided in the plan of conversion. The former
414shareholders of the converting domestic corporation shall be
415entitled only to the rights provided in the plan of conversion
416and to their appraisal rights, if any, under ss. 607.1301-
417607.1333 or other applicable law.
418     607.1115  Conversion of another business entity to a
419domestic corporation.--
420     (1)  As used in this section, the term "other business
421entity" means a limited liability company; a common law or
422business trust or association; a real estate investment trust; a
423general partnership, including a limited liability partnership;
424a limited partnership, including a limited liability limited
425partnership; or any other domestic or foreign entity that is
426organized under a governing law or other applicable law,
427provided such term shall not include a corporation and shall not
428include any entity that has not been organized for profit.
429     (2)  Any other business entity may convert to a domestic
430corporation if the conversion is permitted by the laws of the
431jurisdiction that enacted the applicable laws governing the
432other business entity and the other business entity complies
433with such laws and the requirements of this section in effecting
434the conversion. The other business entity shall file with the
435Department of State in accordance with s. 607.0120:
436     (a)  A certificate of conversion that has been executed in
437accordance with s. 607.0120.
438     (b)  Articles of incorporation that comply with s. 607.0202
439and have been executed in accordance with s. 607.0120.
440     (3)  The certificate of conversion shall state:
441     (a)  The date on which, and the jurisdiction in which, the
442other business entity was first organized and, if the entity has
443changed, its jurisdiction immediately prior to its conversion.
444     (b)  The name of the other business entity immediately
445prior to the filing of the certificate of conversion to a
446corporation.
447     (c)  The name of the corporation as set forth in its
448articles of incorporation filed in accordance with subsection
449(2).
450     (d)  The delayed effective date or time, which, subject to
451the limitations in s. 607.0123(2),  shall be a date or time
452certain, of the conversion if the conversion is not to be
453effective upon the filing of the certificate of conversion and
454the articles of incorporation, provided such delayed effective
455date may not be different than the effective date and time of
456the articles of incorporation.
457     (4)  Upon the filing with the Department of State of the
458certificate of conversion and the articles of incorporation, or
459upon the delayed effective date or time of the certificate of
460conversion and the articles of incorporation, the other business
461entity shall be converted into a domestic corporation and the
462corporation shall thereafter be subject to all of the provisions
463of this chapter, except notwithstanding s. 607.0123, the
464existence of the corporation shall be deemed to have commenced
465when the other business entity commenced its existence in the
466jurisdiction in which the other business entity was first
467organized.
468     (5)  The conversion of any other business entity into a
469domestic corporation shall not affect any obligations or
470liabilities of the other business entity incurred prior to its
471conversion to a domestic corporation or the personal liability
472of any person incurred prior to such conversion.
473     (6)  When any conversion becomes effective under this
474section, for all purposes of the laws of this state, all of the
475rights, privileges, and powers of the other business entity that
476has been converted, and all property, real, personal, and mixed,
477and all debts due to such other business entity, as well as all
478other things and causes of action belonging to such other
479business entity, shall be vested in the domestic corporation
480into which it was converted and shall thereafter be the property
481of the domestic corporation as they were of the other business
482entity. Without limiting this provision, title to any real
483property, or any interest therein, vested by deed or otherwise
484in such other business entity at the time of conversion shall
485remain vested in the converted entity without reversion or
486impairment by operation of this chapter. All rights of creditors
487and all liens upon any property of such other business entity
488shall be preserved unimpaired, and all debts, liabilities, and
489duties of such other business entity shall thenceforth attach to
490the domestic corporation into which it was converted and may be
491enforced against the domestic corporation to the same extent as
492if said debts, liabilities, and duties had been incurred or
493contracted by the domestic corporation.
494     (7)  Unless otherwise agreed, or as required under
495applicable laws of states other than this state, the converting
496entity shall not be required to wind up its affairs or pay its
497liabilities and distribute its assets and the conversion shall
498not constitute a dissolution of such entity and shall constitute
499a continuation of the existence of the converting entity in the
500form of a domestic corporation.
501     (8)  Prior to filing a certificate of conversion with the
502Department of State, the conversion shall be approved in the
503manner provided for by the document, instrument, agreement, or
504other writing, as the case may be, governing the internal
505affairs of the other business entity or by other applicable law,
506as appropriate, and the articles of incorporation and bylaws of
507the corporation shall be approved by the same authorization
508required to approve the conversion. As part of such an approval,
509a plan of conversion or other record may describe the manner and
510basis of converting the partnership interests, limited liability
511company interests, obligations, or securities of, or other
512interests or rights in, the other business entity, including any
513rights to acquire any such interests, obligations, securities,
514or other rights, into shares of the domestic corporation, or
515rights to acquire shares, obligations, securities, or other
516rights, or, in whole or in part, into cash or other
517consideration. Such a plan or other record may also contain
518other provisions relating to the conversion, including without
519limitation the right of the other business entity to abandon a
520proposed conversion, or an effective date for the conversion
521that is not inconsistent with paragraph (2)(d).
522     Section 2.  Paragraph (a) of subsection (1) of section
523607.1302, Florida Statutes, is amended to read:
524     607.1302  Right of shareholders to appraisal.--
525     (1)  A shareholder of a domestic corporation is entitled to
526appraisal rights, and to obtain payment of the fair value of
527that shareholder's shares, in the event of any of the following
528corporate actions:
529     (a)  Consummation of a conversion of such corporation
530pursuant to s. 607.1112 if shareholder approval is required for
531the conversion and the shareholder is entitled to vote on the
532conversion under ss. 607.1103 and 607.1112(6), or the
533consummation of a merger to which such the corporation is a
534party if shareholder approval is required for the merger under
535by s. 607.1103 and the shareholder is entitled to vote on the
536merger or if such the corporation is a subsidiary and the merger
537is governed by s. 607.1104;
538     Section 3.  Subsections (1) and (5) of section 608.407,
539Florida Statutes, are amended, and subsection (6) is added to
540said section, to read:
541     608.407  Articles of organization.--
542     (1)  In order to form a limited liability company, articles
543of organization of a limited liability company shall be executed
544and filed with the Department of State by one or more members or
545authorized representatives of the limited liability company. The
546articles of organization shall set forth:
547     (a)  The name of the limited liability company.
548     (b)  The mailing address and the street address of the
549principal office of the limited liability company.
550     (c)  The name and street address of its initial registered
551agent for service of process in the state. The articles of
552organization shall include or be accompanied by the written
553statement required by s. 608.415.
554     (d)  Any other matters that the members elect to include in
555the articles of organization.
556     (5)  The fact that articles of organization are on file
557with the Department of State is notice that the entity formed in
558connection with the filing of the articles of organization is a
559limited liability company formed under the laws of this state
560and is notice of all other facts set forth in the articles of
561organization. If the articles of organization contain any
562information described in subsections (4) and (6), the articles
563of organization shall be deemed notice of that information as
564well, provided, if such information has been added or changed by
565an amendment or restatement of the articles of organization, the
566articles of organization shall not be deemed notice of such fact
567until 90 days after the effective date of such amendment or
568restatement.
569     (6)  The articles of organization may also, but need not,
570identify one or more persons authorized to serve as a manager or
571managing member and may describe any limitations upon the
572authority of a manager or managing member, provided a provision
573in the articles of organization limiting the authority of a
574manager or managing member to transfer real property held in the
575name of the limited liability company is not notice of the
576limitation, to a person who is not a member or manager of the
577limited liability company, unless the limitation appears in an
578affidavit, certificate, or other instrument that bears the name
579of the limited liability company and is recorded in the office
580for recording transfers of such real property.
581     Section 4.  Paragraph (a) of subsection (1) of section
582608.4225, Florida Statutes, is amended to read:
583     608.4225  General standards for managers and managing
584members.--
585     (1)  Subject to ss. 608.4226 and 608.423, each manager and
586managing member shall owe a duty of loyalty and a duty of care
587to the limited liability company and all of the members of the
588limited liability company.
589     (a)  Subject to s. 608.4226, the duty of loyalty is limited
590to includes, without limitation:
591     1.  Accounting to the limited liability company and holding
592as trustee for the limited liability company any property,
593profit, or benefit derived by such manager or managing member in
594the conduct or winding up of the limited liability company
595business or derived from a use by such manager or managing
596member of limited liability company property, including the
597appropriation of a limited liability company opportunity.
598     2.  Refraining from dealing with the limited liability
599company in the conduct or winding up of the limited liability
600company business as or on behalf of a party having an interest
601adverse to the limited liability company.
602     3.  Refraining from competing with the limited liability
603company in the conduct of the limited liability company business
604before the dissolution of the limited liability company.
605     Section 5.  Sections 608.4351, 608.4352, 608.4353,
606608.4354, 608.4355, 608.4356, 608.4357, 608.43575, 608.4358,
607608.43585, 608.4359, and 608.43595, Florida Statutes, are
608created to read:
609     608.4351  Appraisal rights; definitions.--The following
610definitions apply to this section and ss. 608.4352-608.43595:
611     (1)  "Affiliate" means a person that directly or
612indirectly, through one or more intermediaries, controls, is
613controlled by, or is under common control with another person.
614For purposes of s. 608.4352(2)(d), a person is deemed to be an
615affiliate of its senior executives.
616     (2)  "Appraisal event" means an event described in s.
617608.4352(1).
618     (3)  "Beneficial member" means a person who is the
619beneficial owner of a membership interest held in a voting trust
620or by a nominee on the beneficial owner's behalf.
621     (4)  "Converted entity" means the other business entity
622into which a domestic limited liability company converts
623pursuant to ss. 608.4401-608.4404.
624     (5)  "Fair value" means the value of the member's
625membership interests determined:
626     (a)  Immediately before the effectuation of the appraisal
627event to which the member objects.
628     (b)  Using customary and current valuation concepts and
629techniques generally employed for similar businesses in the
630context of the transaction requiring appraisal, excluding any
631appreciation or depreciation in anticipation of the transaction
632to which the member objects unless exclusion would be
633inequitable to the limited liability company and its remaining
634members.
635     (6)  "Interest" means interest from the effective date of
636the appraisal event to which the member objects until the date
637of payment, at the rate of interest determined for judgments in
638accordance with s. 55.03, determined as of the effective date of
639the appraisal event.
640     (7)  "Limited liability company" means the domestic limited
641liability company that issued the membership interest held by a
642member demanding appraisal, and for matters covered in ss.
643608.4352-608.43595, includes the converted entity in a
644conversion or the surviving entity in a merger.
645     (8)  "Record member" means each person who is identified as
646a member in the current list of members maintained in accordance
647with s. 608.4101 by the limited liability company, or to the
648extent the limited liability company has failed to maintain a
649current list, each person that is the rightful owner of a
650membership interest in the limited liability company. An
651assignee of a membership interest is not a record member.
652     (9)  "Senior executive" means a manager or managing member
653or the chief executive officer, chief operating officer, chief
654financial officer, or anyone in charge of a principal business
655unit or function of a limited liability company or of a manager
656or managing member of the limited liability company.
657     (10)  "Member" means a record member or a beneficial
658member.
659     (11)  "Membership interest" has the same meaning set forth
660in s. 608.402, except, if the appraisal rights of a member under
661s. 608.4352 pertain to only a certain class or series of a
662membership interest, the term "membership interest" means only
663the membership interest pertaining to such class or series.
664     (12)  "Surviving entity " means the other business entity
665into which a domestic limited liability company is merged
666pursuant to ss. 608.438-608.4383.
667     608.4352  Right of members to appraisal.--
668     (1)  A member of a domestic limited liability company is
669entitled to appraisal rights, and to obtain payment of the fair
670value of that member's membership interest, in the following
671events:
672     (a)  Consummation of a merger of such limited liability
673company pursuant to this act and the member possessed the right
674to vote upon the merger; or
675     (b)  Consummation of a conversion of such limited liability
676company pursuant to this act and the member possessed the right
677to vote upon the conversion.
678     (2)  Notwithstanding subsection (1), the availability of
679appraisal rights shall be limited in accordance with the
680following provisions:
681     (a)  Appraisal rights shall not be available for membership
682interests which are:
683     1.  Listed on the New York Stock Exchange or the American
684Stock Exchange or designated as a national market system
685security on an interdealer quotation system by the National
686Association of Securities Dealers, Inc.; or
687     2.  Not listed or designated as provided in subparagraph 1.
688but are issued by a limited liability company that has at least
689500 members and all membership interests of the limited
690liability company, including membership interests that are
691limited to a right to receive distributions, have a market value
692of at least $10 million, exclusive of the value of any such
693interests held by its managing members, managers, and other
694senior executives owning more than 10 percent of the rights to
695receive distributions from the limited liability company.
696     (b)  The applicability of paragraph (a) shall be determined
697as of the date fixed to determine the members entitled to
698receive notice of, and to vote upon, the appraisal event.
699     (c)  Paragraph (a) shall not apply, and appraisal rights
700shall be available pursuant to subsection (1), for any members
701who are required by the appraisal event to accept for their
702membership interests anything other than cash or a proprietary
703interest of an entity that satisfies the standards set forth in
704paragraph (a) at the time the appraisal event becomes effective.
705     (d)  Paragraph (a) shall not apply, and appraisal rights
706shall be available pursuant to subsection (1), for the holders
707of a membership interest if:
708     1.  Any of the members' interests in the limited liability
709company or the limited liability company's assets are being
710acquired or converted, whether by merger, conversion, or
711otherwise, pursuant to the appraisal event by a person, or by an
712affiliate of a person, who:
713     a.  Is, or at any time in the 1-year period immediately
714preceding approval of the appraisal event was, the beneficial
715owner of 20 percent or more of those interests in the limited
716liability company entitled to vote on the appraisal event,
717excluding any such interests acquired pursuant to an offer for
718all interests having such voting rights if such offer was made
719within 1 year prior to the appraisal event for consideration of
720the same kind and of a value equal to or less than that paid in
721connection with the appraisal event; or
722     b.  Directly or indirectly has, or at any time in the 1-
723year period immediately preceding approval of the appraisal
724event had, the power, contractually or otherwise, to cause the
725appointment or election of any senior executives; or
726     2.  Any of the members' interests in the limited liability
727company or the limited liability company's assets are being
728acquired or converted, whether by merger, conversion, or
729otherwise, pursuant to the appraisal event by a person, or by an
730affiliate of a person, who is, or at any time in the 1-year
731period immediately preceding approval of the appraisal event
732was, a senior executive of the limited liability company or a
733senior executive of any affiliate of the limited liability
734company, and that senior executive will receive, as a result of
735the limited liability company action, a financial benefit not
736generally available to members, other than:
737     a.  Employment, consulting, retirement, or similar benefits
738established separately and not as part of or in contemplation of
739the appraisal event;
740     b.  Employment, consulting, retirement, or similar benefits
741established in contemplation of, or as part of, the appraisal
742event that are not more favorable than those existing before the
743appraisal event or, if more favorable, that have been approved
744by the limited liability company; or
745     c.  In the case of a managing member or manager of the
746limited liability company who will, during or as the result of
747the appraisal event, become a managing member, manager, general
748partner, or director of the surviving or converted entity or one
749of its affiliates, those rights and benefits as a managing
750member, manager, general partner, or director that are provided
751on the same basis as those afforded by the surviving or
752converted entity generally to other managing members, managers,
753general partners, or directors of the surviving or converted
754entity or its affiliate.
755     (e)  For the purposes of subparagraph (d)1.a. only, the
756term "beneficial owner" means any person who, directly or
757indirectly, through any contract, arrangement, or understanding,
758other than a revocable proxy, has or shares the right to vote,
759or to direct the voting of, an interest in a limited liability
760company with respect to approval of the appraisal event,
761provided a member of a national securities exchange shall not be
762deemed to be a beneficial owner of an interest in a limited
763liability company held directly or indirectly by it on behalf of
764another person solely because such member is the recordholder of
765interests in the limited liability company if the member is
766precluded by the rules of such exchange from voting without
767instruction on contested matters or matters that may affect
768substantially the rights or privileges of the holders of the
769interests in the limited liability company to be voted. When two
770or more persons agree to act together for the purpose of voting
771such interests, each member of the group formed thereby shall be
772deemed to have acquired beneficial ownership, as of the date of
773such agreement, of all voting interests in the limited liability
774company beneficially owned by any member of the group.
775     (3)  A member entitled to appraisal rights under this
776section and ss. 608.4353-608.43595 may not challenge a completed
777appraisal event unless the appraisal event:
778     (a)  Was not effectuated in accordance with the applicable
779provisions of this section and ss. 608.4353-608.43595, or the
780limited liability company's articles of organization or
781operating agreement; or
782     (b)  Was procured as a result of fraud or material
783misrepresentation.
784     (4)  A limited liability company may modify, restrict, or
785eliminate the appraisal rights provided in this section and ss.
786608.4353-608.43595 in its operating agreement.
787     608.4353  Assertion of rights by nominees and beneficial
788owners.--
789     (1)  A record member may assert appraisal rights as to
790fewer than all the membership interests registered in the record
791member's name that are owned by a beneficial member only if the
792record member objects with respect to all membership interests
793of the class or series owned by that beneficial member and
794notifies the limited liability company in writing of the name
795and address of each beneficial member on whose behalf appraisal
796rights are being asserted. The rights of a record member who
797asserts appraisal rights for only part of the membership
798interests of the class or series held of record in the record
799member's name under this subsection shall be determined as if
800the membership interests to which the record member objects and
801the record member's other membership interests were registered
802in the names of different record members.
803     (2)  A beneficial member may assert appraisal rights as to
804a membership interest held on behalf of the member only if such
805beneficial member:
806     (a)  Submits to the limited liability company the record
807member's written consent to the assertion of such rights no
808later than the date referred to in s. 608.4356(2)(b)2.
809     (b)  Does so with respect to all membership interests of
810the class or series that are beneficially owned by the
811beneficial member.
812     608.4354  Notice of appraisal rights.--
813     (1)  If a proposed appraisal event is to be submitted to a
814vote at a members' meeting, the meeting notice must state that
815the limited liability company has concluded that members are,
816are not, or may be entitled to assert appraisal rights under
817this act.
818     (2)  If the limited liability company concludes that
819appraisal rights are or may be available, a copy of ss.
820608.4351-608.43595 must accompany the meeting notice sent to
821those record members entitled to exercise appraisal rights.
822     (3)  If the appraisal event is to be approved other than by
823a members' meeting, the notice referred to in subsection (1)
824must be sent to all members at the time that consents are first
825solicited, whether or not consents are solicited from all
826members, and include the materials described in s. 608.4356.
827     608.4355  Notice of intent to demand payment.--
828     (1)  If a proposed appraisal event is submitted to a vote
829at a members' meeting, or is submitted to a member pursuant to a
830consent vote, a member who is entitled to and who wishes to
831assert appraisal rights with respect to any class or series of
832membership interests:
833     (a)  Must deliver to a manager or managing member of the
834limited liability company before the vote is taken, or within 20
835days after receiving the notice pursuant to s. 608.4353(3) if
836action is to be taken without a member meeting, written notice
837of such person's intent to demand payment if the proposed
838appraisal event is effectuated.
839     (b)  Must not vote, or cause or permit to be voted, any
840membership interests of such class or series in favor of the
841appraisal event.
842     (2)  A person who may otherwise be entitled to appraisal
843rights, but who does not satisfy the requirements of subsection
844(1), is not entitled to payment under ss. 608.4351-608.43595.
845     608.4356  Appraisal notice and form.--
846     (1)  If the proposed appraisal event becomes effective, the
847limited liability company must deliver a written appraisal
848notice and form required by paragraph (2)(a) to all members who
849satisfied the requirements of s. 608.4355.
850     (2)  The appraisal notice must be sent no earlier than the
851date the appraisal event became effective and no later than 10
852days after such date and must:
853     (a)  Supply a form that specifies the date that the
854appraisal event became effective and that provides for the
855member to state:
856     1.  The member's name and address.
857     2.  The number, classes, and series of membership interests
858as to which the member asserts appraisal rights.
859     3.  That the member did not vote for the transaction.
860     4.  Whether the member accepts the limited liability
861company's offer as stated in subparagraph (b)4.
862     5.  If the offer is not accepted, the member's estimated
863fair value of the membership interests and a demand for payment
864of the member's estimated value plus interest.
865     (b)  State:
866     1.  Where the form described in paragraph (a) must be sent.
867     2.  A date by which the limited liability company must
868receive the form, which date may not be fewer than 40 nor more
869than 60 days after the date the appraisal notice and form
870described in this subsection are sent, and that the member shall
871have waived the right to demand appraisal with respect to the
872membership interests unless the form is received by the limited
873liability company by such specified date.
874     3.  In the case of membership interests represented by a
875certificate, the location at which certificates for such
876certificated membership interests must be deposited, if that
877action is required by the limited liability company, and the
878date by which those certificates must be deposited, which date
879may not be earlier than the date for receiving the required form
880under subparagraph 2.
881     4.  The limited liability company's estimate of the fair
882value of the membership interests.
883     5.  An offer to each member who is entitled to appraisal
884rights to pay the limited liability company's estimate of fair
885value set forth in subparagraph 4.
886     6.  That, if requested in writing, the limited liability
887company will provide to the member so requesting, within 10 days
888after the date specified in subparagraph 2., the number of
889members who return the forms by the specified date and the total
890number of membership interests owned by them.
891     7.  The date by which the notice to withdraw under s.
892608.4357 must be received, which date must be within 20 days
893after the date specified in subparagraph 2.
894     (c)  Be accompanied by:
895     1.  Financial statements of the limited liability company
896that issued the membership interests to be appraised, consisting
897of a balance sheet as of the end of the fiscal year ending not
898more than 15 months prior to the date of the limited liability
899company's appraisal notice, an income statement for that year, a
900cash flow statement for that year, and the latest available
901interim financial statements, if any.
902     2.  A copy of ss. 608.4351-608.43595.
903     608.4357  Perfection of rights; right to withdraw.--
904     (1)  A member who wishes to exercise appraisal rights must
905execute and return the form received pursuant to s. 608.4356(1)
906and, in the case of certificated membership interests and if the
907limited liability company so requires, deposit the member's
908certificates in accordance with the terms of the notice by the
909date referred to in the notice pursuant to s. 608.4356(2)(b)2.
910Once a member deposits that member's certificates or, in the
911case of uncertificated membership interests, returns the
912executed form described in s. 608.4356(2), the member loses all
913rights as a member, unless the member withdraws pursuant to
914subsection (3).  Upon receiving a demand for payment from a
915member who holds an uncertificated membership interest, the
916limited liability company shall make an appropriate notation of
917the demand for payment in its records.
918     (2)  The limited liability company may restrict the
919transfer of such membership interests from the date the member
920delivers the items required by subsection (1).
921     (3)  A member who has complied with subsection (1) may
922nevertheless decline to exercise appraisal rights and withdraw
923from the appraisal process by so notifying the limited liability
924company in writing by the date set forth in the appraisal notice
925pursuant to s. 608.4356(2)(b)7. A member who fails to so
926withdraw from the appraisal process may not thereafter withdraw
927without the limited liability company's written consent.
928     (4)  A member who does not execute and return the form and,
929in the case of certificated membership interests, deposit that
930member's certificates, if so required by the limited liability
931company, each by the date set forth in the notice described in
932subsection (2), shall not be entitled to payment under this
933chapter.
934     (5)  If the member's right to receive fair value is
935terminated other than by the purchase of the membership interest
936by the limited liability company, all rights of the member, with
937respect to such membership interest, shall be reinstated
938effective as of the date the member delivered the items required
939by subsection (1), including the right to receive any
940intervening payment or other distribution with respect to such
941membership interest, or, if any such rights have expired or any
942such distribution other than a cash payment has been completed,
943in lieu thereof at the election of the limited liability
944company, the fair value thereof in cash as determined by the
945limited liability company as of the time of such expiration or
946completion, but without prejudice otherwise to any action or
947proceeding of the limited liability company that may have been
948taken by the limited liability company on or after the date the
949member delivered the items required by subsection (1).
950     608.43575  Member's acceptance of limited liability
951company's offer.--
952     (1)  If the member states on the form provided in s.
953608.4356(1) that the member accepts the offer of the limited
954liability company to pay the limited liability company's
955estimated fair value for the membership interest, the limited
956liability company shall make such payment to the member within
95790 days after the limited liability company's receipt of the
958items required by s. 608.4357(1).
959     (2)  Upon payment of the agreed value, the member shall
960cease to have any interest in the membership interest.
961     608.4358  Procedure if member is dissatisfied with offer.--
962     (1)  A member who is dissatisfied with the limited
963liability company's offer as set forth pursuant to s.
964608.4356(2)(b)5. must notify the limited liability company on
965the form provided pursuant to s. 608.4356(1) of the member's
966estimate of the fair value of the membership interest and demand
967payment of that estimate plus interest.
968     (2)  A member who fails to notify the limited liability
969company in writing of the member's demand to be paid the
970member's estimate of the fair value plus interest under
971subsection (1) within the timeframe set forth in s.
972608.4356(2)(b)2. waives the right to demand payment under this
973section and shall be entitled only to the payment offered by the
974limited liability company pursuant to s. 608.4356(2)(b)5.
975     608.43585  Court action.--
976     (1)  If a member makes demand for payment under s. 608.4358
977which remains unsettled, the limited liability company shall
978commence a proceeding within 60 days after receiving the payment
979demand and petition the court to determine the fair value of the
980membership interest and accrued interest. If the limited
981liability company does not commence the proceeding within the
98260-day period, any member who has made a demand pursuant to s.
983608.4358 may commence the proceeding in the name of the limited
984liability company.
985     (2)  The proceeding shall be commenced in the appropriate
986court of the county in which the limited liability company's
987principal office in this state is located or, if none, the
988county in which its registered agent is located. If the limited
989liability company is a foreign limited liability company without
990a registered agent in this state, the proceeding shall be
991commenced in the county in this state in which the principal
992office or registered agent of the domestic limited liability
993company was located at the time of the appraisal event.
994     (3)  All members, whether or not residents of this state,
995whose demands remain unsettled shall be made parties to the
996proceeding as in an action against their membership interests.
997The limited liability company shall serve a copy of the initial
998pleading in such proceeding upon each member party who is a
999resident of this state in the manner provided by law for the
1000service of a summons and complaint and upon each nonresident
1001member party by registered or certified mail or by publication
1002as provided by law.
1003     (4)  The jurisdiction of the court in which the proceeding
1004is commenced under subsection (2) is plenary and exclusive. If
1005it so elects, the court may appoint one or more persons as
1006appraisers to receive evidence and recommend a decision on the
1007question of fair value. The appraisers shall have the powers
1008described in the order appointing them or in any amendment to
1009the order. The members demanding appraisal rights are entitled
1010to the same discovery rights as parties in other civil
1011proceedings. There shall be no right to a jury trial.
1012     (5)  Each member made a party to the proceeding is entitled
1013to judgment for the amount of the fair value of such member's
1014membership interests, plus interest, as found by the court.
1015     (6)  The limited liability company shall pay each such
1016member the amount found to be due within 10 days after final
1017determination of the proceedings. Upon payment of the judgment,
1018the member shall cease to have any interest in the membership
1019interests.
1020     608.4359  Court costs and counsel fees.--
1021     (1)  The court in an appraisal proceeding shall determine
1022all costs of the proceeding, including the reasonable
1023compensation and expenses of appraisers appointed by the court.
1024The court shall assess the costs against the limited liability
1025company, except that the court may assess costs against all or
1026some of the members demanding appraisal, in amounts the court
1027finds equitable, to the extent the court finds such members
1028acted arbitrarily, vexatiously, or not in good faith with
1029respect to the rights provided by this chapter.
1030     (2)  The court in an appraisal proceeding may also assess
1031the fees and expenses of counsel and experts for the respective
1032parties, in amounts the court finds equitable:
1033     (a)  Against the limited liability company and in favor of
1034any or all members demanding appraisal if the court finds the
1035limited liability company did not substantially comply with ss.
1036608.4353 and 608.4356; or
1037     (b)  Against either the limited liability company or a
1038member demanding appraisal, in favor of any other party, if the
1039court finds that the party against whom the fees and expenses
1040are assessed acted arbitrarily, vexatiously, or not in good
1041faith with respect to the rights provided by this chapter.
1042     (3)  If the court in an appraisal proceeding finds that the
1043services of counsel for any member were of substantial benefit
1044to other members similarly situated, and that the fees for those
1045services should not be assessed against the limited liability
1046company, the court may award to such counsel reasonable fees to
1047be paid out of the amounts awarded the members who were
1048benefited.
1049     (4)  To the extent the limited liability company fails to
1050make a required payment pursuant to s. 608.43575, the member may
1051sue directly for the amount owed and, to the extent successful,
1052shall be entitled to recover from the limited liability company
1053all costs and expenses of the suit, including attorney fees.
1054     608.43595  Limitation on limited liability company
1055payment.--
1056     (1)  No payment shall be made to a member seeking appraisal
1057rights if, at the time of payment, the limited liability company
1058is unable to meet the distribution standards of s. 608.428. In
1059such event, the member shall, at the member's option:
1060     (a)  Withdraw the notice of intent to assert appraisal
1061rights, which shall in such event be deemed withdrawn with the
1062consent of the limited liability company; or
1063     (b)  Retain the status as a claimant against the limited
1064liability company and, if the limited liability company is
1065liquidated, be subordinated to the rights of creditors of the
1066limited liability company but have rights superior to the
1067members not asserting appraisal rights and if it is not
1068liquidated, retain the right to be paid for the membership
1069interest, which right the limited liability company shall be
1070obliged to satisfy when the restrictions of this section do not
1071apply.
1072     (2)  The member shall exercise the option under paragraph
1073(1)(a) or paragraph (1)(b) by written notice filed with the
1074limited liability company within 30 days after the limited
1075liability company has given written notice that the payment for
1076the membership interests cannot be made because of the
1077restrictions of this section. If the member fails to exercise
1078the option, the member shall be deemed to have withdrawn the
1079notice of intent to assert appraisal rights.
1080     Section 6.  Subsection (1), paragraphs (a), (d), (e), and
1081(f) of subsection (3), and paragraph (d) of subsection (4) of
1082section 608.438, Florida Statutes, are amended to read:
1083     608.438  Merger of limited liability company.--
1084     (1)  As used in this section and ss. 608.4381-608.4383
1085608.4384, the term "other business entity" or "another business
1086entity" means includes a corporation, a limited liability
1087company, a common law or business trust or association, a real
1088estate investment trust, a common law trust, an unincorporated
1089business, a general partnership, including a limited liability
1090partnership, a limited partnership, including a limited
1091liability partnership, a limited liability company other than a
1092limited liability company organized under the laws of this
1093chapter, or any other domestic or foreign entity that is
1094organized under a governing law or other formed pursuant to the
1095requirements of applicable law.
1096     (3)  The plan of merger shall set forth:
1097     (a)  The name of each limited liability company and the
1098name and jurisdiction of formation, organization, or
1099incorporation of each other business entity planning to merge,
1100and the name of the surviving or resulting limited liability
1101company or other business entity into which each other limited
1102liability company or other business entity plans to merge, which
1103is, in this section and in ss. 608.4381-608.4383 608.4384,
1104designated as the surviving entity.
1105     (d)  If a partnership is to be the surviving entity, the
1106names and business addresses of the general partners of the
1107surviving entity.
1108     (e)  If a limited liability company is to be the surviving
1109entity, and management thereof is vested in one or more managers
1110or managing members, the names and business addresses of such
1111managers or managing members.
1112     (d)(f)  All statements required to be set forth in the plan
1113of merger by the laws under which each other business entity
1114that is a party to the merger is formed, organized, or
1115incorporated.
1116     (4)  The plan of merger may set forth:
1117     (d)  A statement of, or a statement of the method of
1118determining, the "fair value," as defined in s. 608.4351
1119608.4384(1)(b), of an interest in any domestic limited liability
1120company that is a party to the merger.
1121     Section 7.  Subsection (2), paragraphs (c), (d), (e), and
1122(f) of subsection (4), and subsection (6) of section 608.4381,
1123Florida Statutes, are amended to read:
1124     608.4381  Action on plan of merger.--
1125     (2)  In addition to the approval required by subsection
1126(1), if the surviving entity is a partnership or limited
1127partnership, no member of a limited liability company that is a
1128party to the merger shall, as a result of the merger, become a
1129general partner of such partnership or limited partnership the
1130surviving entity unless such member specifically consents in
1131writing to becoming a general partner of such partnership or
1132limited partnership, the surviving entity and unless such
1133written consent is obtained from each such member who, as a
1134result of the merger, would become a general partner of the
1135surviving entity, such merger shall not become effective under
1136s. 608.4383. Any member providing such consent in writing shall
1137be deemed to have voted in favor of the plan of merger for
1138purposes of ss. 608.4351-608.43595 s. 608.4384.
1139     (4)  The notification required by subsection (3) shall be
1140in writing and shall include:
1141     (c)  The statement or statements required by ss. 608.4351-
1142608.43595 regarding availability of appraisal rights, if any, to
1143members of the limited liability company A clear and concise
1144statement that, if the plan of merger is effected, members
1145dissenting therefrom may be entitled, if they comply with the
1146provisions of s. 608.4384 regarding the rights of dissenting
1147members, to be paid the fair value of their interests, which
1148shall be accompanied by a copy of s. 608.4384.
1149     (d)  A statement of, or a statement of the method of
1150determining, the "fair value," as defined in s. 608.4384(1)(b),
1151of an interest in the limited liability company, in the case of
1152a limited liability company in which management is not reserved
1153to its members, as determined by the managers of such limited
1154liability company, which statement may consist of a reference to
1155the applicable provisions of such limited liability company's
1156articles of organization or operating agreement that determine
1157the fair value of an interest in the limited liability company
1158for such purposes, and which shall constitute an offer by the
1159limited liability company to purchase at such fair value any
1160interests of a "dissenter," as defined in s. 608.4384(1)(a),
1161unless and until such dissenter's right to receive the fair
1162value of the dissenter's interests in the limited liability
1163company is terminated pursuant to s. 608.4384(8).
1164     (d)(e)  The date on which such notification was mailed or
1165delivered to the members.
1166     (e)(f)  Any other information concerning the plan of
1167merger.
1168     (6)  A plan of merger may provide for the manner, if any,
1169in which the plan of merger may be amended at any time before
1170the effective date of the merger, except after the approval of
1171the plan of merger by the members of a limited liability company
1172that is a party to the merger, the plan of merger may not be
1173amended to:
1174     (a)  Change the amount or kind of interests, partnership
1175interests, shares, obligations, other securities, cash, rights,
1176or any other property to be received by the members of such
1177limited liability company in exchange for or on conversion of
1178their interests;
1179     (b)  If the surviving entity is a limited liability
1180company, change any term of the articles of organization or the
1181operating agreement of the surviving entity, except for changes
1182that otherwise could be adopted without the approval of the
1183members of the surviving entity;
1184     (c)  If the surviving entity is not a limited liability
1185company, change any term of the articles of incorporation or
1186comparable governing document of the surviving entity, except
1187for changes that otherwise could be adopted by the board of
1188directors or comparable representatives of the surviving entity;
1189or
1190     (d)  Change any of the terms and conditions of the plan of
1191merger if any such change, alone or in the aggregate, would
1192materially and adversely affect the members, or any class or
1193group of members, of such limited liability company.
1194
1195If an amendment to a plan of merger is made in accordance the
1196plan and articles of merger have been filed with the Department
1197of State, an amended certificate articles of merger executed by
1198each limited liability company and other business entity that is
1199a party to the merger shall be filed with the Department of
1200State prior to the effective date of the merger.
1201     Section 8.  Section 608.4382, Florida Statutes, is amended
1202to read:
1203     608.4382  Certificate Articles of merger.--
1204     (1)  After a plan of merger is approved by each limited
1205liability company and each other business entity that is a party
1206to the merger, the surviving entity shall deliver to the
1207Department of State for filing a certificate articles of merger,
1208which shall be executed by each limited liability company and by
1209each other business entity as required by applicable law, and
1210which shall set forth:
1211     (a)  The plan of merger.
1212     (b)  A statement that the plan of merger was approved by
1213each limited liability company that is a party to the merger in
1214accordance with the applicable provisions of this chapter, and,
1215if applicable, a statement that the written consent of each
1216member of such limited liability company who, as a result of the
1217merger, becomes a general partner of the surviving entity has
1218been obtained pursuant to s. 608.4381(2).
1219     (c)  A statement that the plan of merger was approved by
1220each domestic partnership that is a party to the merger in
1221accordance with the applicable provisions of chapter 620.
1222     (d)  A statement that the plan of merger was approved by
1223each domestic corporation that is a party to the merger in
1224accordance with the applicable provisions of chapter 607.
1225     (e)  A statement that the plan of merger was approved by
1226each other business entity that is a party to the merger, other
1227than limited liability companies, partnerships, and corporations
1228formed, organized, or incorporated under the laws of this state,
1229in accordance with the applicable laws of the state, country, or
1230jurisdiction under which such other business entity is formed,
1231organized, or incorporated.
1232     (f)  The effective date of the merger, which may be on or
1233after the date of filing the certificate articles of merger,
1234subject to the limitations in s. 608.409(2),; provided, if the
1235certificate articles of merger does do not provide for an
1236effective date of the merger, the effective date shall be the
1237date on which the certificate articles of merger is are filed.
1238     (g)  If the surviving entity is another business entity
1239formed, organized, or incorporated under the laws of any state,
1240country, or jurisdiction other than this state:
1241     1.  The address, including street and number, if any, of
1242its principal office under the laws of the state, country, or
1243jurisdiction in which it was formed, organized, or incorporated.
1244     2.  If the surviving entity is a foreign entity and is not
1245authorized to transact business in this state, a statement that
1246the surviving entity appoints is deemed to have appointed the
1247Secretary of State as its agent for service of process in a
1248proceeding to enforce obligations any obligation or the rights
1249of dissenting members of each limited liability company that
1250merged into such entity, including any appraisal rights of its
1251members under ss. 608.4351-608.43595, and the street and mailing
1252address of an office which the Department of State may use for
1253purposes of s. 48.181 is a party to the merger.
1254     3.  A statement that the surviving entity has agreed to
1255promptly pay to any members with appraisal rights the dissenting
1256members of each limited liability company that is a party to the
1257merger the amount, if any, to which such dissenting members are
1258entitled under ss. 608.4351-608.43595 s. 608.4384.
1259     (2)  A copy of the certificate articles of merger,
1260certified by the Department of State, may be filed in the
1261official records of any office of the official who is the
1262recording officer of each county in this state in which any real
1263property of a party to the merger holds an interest in real
1264property other than the surviving entity is situated.
1265     Section 9.  Subsections (2), (3), and (7) of section
1266608.4383, Florida Statutes, are amended to read:
1267     608.4383  Effect of merger.--When a merger becomes
1268effective:
1269     (2)  The title to all real estate and other property, or
1270any interest therein, owned by each domestic limited liability
1271company and other business entity that is a party to the merger
1272is vested in the surviving entity without reversion or
1273impairment by reason of this chapter. The surviving entity shall
1274record a certified copy of the articles of merger in any county
1275in which a merging entity holds an interest in real property.
1276     (3)  The surviving entity shall thereafter be responsible
1277and liable for all the liabilities and obligations of each
1278limited liability company and other business entity that is a
1279party to the merger, including liabilities arising out of the
1280appraisal rights under ss. 608.4351-608.43595 of dissenters with
1281respect to such merger under applicable law.
1282     (7)  The interests, partnership and membership interests,
1283shares, obligations, or other securities and other interests,
1284and the rights to acquire such interests, partnership interests,
1285shares, obligations, or other securities and other interests, of
1286each limited liability company and other business entity that is
1287a party to the merger shall be converted into interests,
1288partnership and membership interests, shares, obligations, or
1289other securities and other interests, or rights to such
1290securities, obligations, or other interests, of the surviving
1291entity or any other limited liability company or other business
1292entity or, in whole or in part, into cash or other property as
1293provided in the plan of merger, and the former members of each
1294limited liability company merging into another business entity
1295holders of interests, partnership interests, shares,
1296obligations, or other securities, or rights to such securities,
1297shall be entitled only to the rights provided in the plan of
1298merger and to their appraisal rights as dissenters, if any,
1299under ss. 608.4351-608.43595 s. 608.4384, ss. 607.1301-607.1320,
1300s. 620.205, or other applicable law.
1301     Section 10.  Section 608.439, Florida Statutes, is amended
1302to read:
1303     608.439  Conversion of certain entities to a limited
1304liability company.--
1305     (1)  As used in this section, the term "other business
1306entity" or "another business entity" means a common law or
1307business trust or association;, a real estate investment trust;,
1308a general partnership common law trust, or any other
1309unincorporated business, including a limited liability
1310partnership;, a limited partnership, whether general (including
1311a registered limited liability limited partnership;) or any
1312other domestic or foreign entity that is organized under a
1313governing law or other applicable law, provided such term shall
1314not include a domestic limited (including a registered limited
1315liability limited partnership) or a foreign limited liability
1316company.
1317     (2)  Any other business entity may convert to a domestic
1318limited liability company if the conversion is permitted by the
1319laws of the jurisdiction that enacted the statute or other
1320applicable law governing the other business entity and the other
1321business entity complies with such laws and the requirements of
1322this section in effecting the conversion. The other business
1323entity shall file with by complying with subsection (8) and
1324filing in the Department of State in accordance with s.
1325608.4081:
1326     (a)  A certificate of conversion to a limited liability
1327company that has been executed by one or more authorized persons
1328in accordance with s. 608.408.; and
1329     (b)  Articles of organization that comply with s. 608.407
1330and have been executed by one or more authorized persons in
1331accordance with s. 608.408.
1332     (3)  The certificate of conversion to a limited liability
1333company shall state:
1334     (a)  The date on which and jurisdiction in which the other
1335entity was first organized created, formed, or otherwise came
1336into being and, if it has changed, its jurisdiction immediately
1337prior to its conversion to a domestic limited liability
1338company.;
1339     (b)  The name of the other entity immediately prior to the
1340filing of the certificate of conversion. to a limited liability
1341company;
1342     (c)  The name of the limited liability company as set forth
1343in its articles of organization filed in accordance with
1344subsection (2).; and
1345     (d)  Subject to the limitations in s. 608.409(2), the
1346delayed future effective date or time (which shall be a date or
1347time certain) of the conversion to a limited liability company
1348if it is not to be effective upon the filing of the certificate
1349of conversion to a limited liability company and the articles of
1350organization, provided such delayed effective date and time may
1351not be different than the effective date of the articles of
1352organization.
1353     (4)  Upon the filing in the Department of State of the
1354certificate of conversion to a limited liability company and the
1355articles of organization or upon the delayed future effective
1356date or time of the certificate of conversion to a limited
1357liability company and the articles of organization, the other
1358entity shall be converted into a domestic limited liability
1359company and the limited liability company shall thereafter be
1360subject to all of the provisions of this chapter, except that
1361notwithstanding s. 608.409, the existence of the limited
1362liability company shall be deemed to have commenced when on the
1363date the other entity commenced its existence in the
1364jurisdiction in which the other entity was first organized
1365created, formed, incorporated, or otherwise came into being.
1366     (5)  The conversion of any other entity into a domestic
1367limited liability company shall not affect any obligations or
1368liabilities of the other entity incurred prior to its conversion
1369into to a domestic limited liability company or the personal
1370liability of any person incurred prior to such conversion.
1371     (6)  When any conversion becomes effective under this
1372section, for all purposes of the laws of this state, all of the
1373rights, privileges, and powers of the other entity that has
1374converted, and all property, real, personal, and mixed, and all
1375debts due to such other entity, as well as all other things and
1376causes of action belonging to such other entity, shall be vested
1377in the domestic limited liability company into which it was
1378converted and shall thereafter be the property of the domestic
1379limited liability company as they were of the other entity that
1380has converted, and the title to any real property vested by deed
1381or otherwise in such other entity shall not revert or be in any
1382way impaired by reason of this chapter, but all rights of
1383creditors and all liens upon any property of such other entity
1384shall be preserved unimpaired, and all debts, liabilities, and
1385duties of the other entity that has converted shall thenceforth
1386attach to the domestic limited liability company and may be
1387enforced against it to the same extent as if said debts,
1388liabilities, and duties had been incurred or contracted by it.
1389     (7)  Unless otherwise agreed, or as required under
1390applicable non-Florida law, the converting entity shall not be
1391required to wind up its affairs or pay its liabilities and
1392distribute its assets, and the conversion shall not constitute a
1393dissolution of the converting such entity and shall constitute a
1394continuation of the existence of the converting entity in the
1395form of a domestic limited liability company.
1396     (8)  Prior to filing a certificate of conversion to limited
1397liability company with the Department of State, the conversion
1398shall be approved in the manner provided for by the document,
1399instrument, agreement, or other writing, as the case may be,
1400governing the internal affairs of the other entity and the
1401conduct of its business or by applicable law, as appropriate,
1402and the articles of organization or operating agreement shall be
1403approved by the same authorization required to approve the
1404conversion. As part of such an approval, a plan of conversion or
1405other record may describe the manner and basis of converting the
1406shares, partnership interests, limited liability company
1407interests, obligations, or securities of, or other interests in,
1408the other business entity which is to be converted, or any
1409rights to acquire any such shares, interests, obligations, or
1410other securities, into limited liability company interests,
1411obligations, or other securities of the domestic limited
1412liability company, or rights to acquire interests, obligations,
1413or other securities, or, in whole or in part, into cash or other
1414consideration. Such a plan or other record may also contain
1415other provisions relating to the conversion, including without
1416limitation the right of the other business entity to abandon a
1417proposed conversion, or an effective date for the conversion
1418that is not inconsistent with paragraph (3)(d).
1419     (9)  The provisions of this section shall not be construed
1420to limit the accomplishment of a change in the law governing, or
1421the domicile of, any other entity to this state by any other
1422means provided for in the articles of organization or operating
1423agreement or other agreement or as otherwise permitted by law,
1424including by the amendment of the articles of organization or
1425operating agreement or other agreement.
1426     Section 11.  Sections 608.4401, 608.4402, 608.4403, and
1427608.4404, Florida Statutes, are created to read:
1428     608.4401  Conversion of a domestic limited liability
1429company into another business entity.--
1430     (1)  As used in this section and ss. 608.4402, 608.4403,
1431and 608.4404, the term "other business entity" or "another
1432business entity" means a corporation; a common law or business
1433trust or association; a real estate investment trust; a general
1434partnership, including a limited liability partnership; a
1435limited partnership, including a limited liability limited
1436partnership; or any other domestic or foreign entity that is
1437organized under a governing law or other applicable law,
1438provided such term shall not include a domestic limited
1439liability company.
1440     (2)  Pursuant to a plan of conversion complying and
1441approved in accordance with this section and s. 608.4402, a
1442domestic limited liability company may convert to another
1443business entity organized under the laws of this state or any
1444other state, the United States, a foreign country, or any other
1445foreign jurisdiction, if:
1446     (a)  The domestic limited liability company converting to
1447the other business entity complies with the applicable
1448provisions of this chapter and any applicable terms in its
1449articles of organization and operating agreement.
1450     (b)  The conversion is permitted by the laws of the
1451jurisdiction that enacted the law or other applicable law under
1452which the other business entity is governed and the other
1453business entity complies with such laws in effecting the
1454conversion.
1455     (3)  The plan of conversion shall set forth:
1456     (a)  The name of the domestic limited liability company and
1457the name and jurisdiction of the other business entity into
1458which the domestic limited liability company is to be converted.
1459     (b)  The terms and conditions of the conversion, including
1460the manner and basis of converting the limited liability company
1461interests or other securities, or any rights to acquire limited
1462liability company interests or other securities, of the domestic
1463limited liability company into the partnership interests,
1464shares, obligations, securities, or other interests in the other
1465business entity, or any rights to acquire any partnership
1466interests, shares, obligations, securities, or other interests,
1467or, in whole or in part, into cash or other consideration.
1468     (c)  The statements required to be set forth in the plan of
1469conversion by the laws under which the other business entity is
1470governed.
1471     (4)  The plan of conversion shall include, or have
1472attached, the articles, certificate, registration, or other
1473organizational document by which the other business entity has
1474been organized under its governing law.
1475     (5)  A plan of conversion may provide for the manner, if
1476any, in which the plan of conversion may be amended at any time
1477before the effective date of the conversion, except after the
1478approval of the plan of conversion by the members of the limited
1479liability company to be converted, the plan of conversion may
1480not be amended to:
1481     (a)  Change the amount or kind of  partnership interests,
1482shares, obligations, securities, cash, rights, or any other
1483consideration to be received by the members of such limited
1484liability company in exchange for or on conversion of their
1485member interests in or other securities of the limited liability
1486company;
1487     (b)  Change any term of the articles of incorporation or
1488organization, bylaws, partnership or operating agreement, or
1489comparable governing document of the surviving entity, except
1490for changes that otherwise could be adopted without approval of
1491the members approving the plan of conversion; or
1492     (c)  Change any of the terms and conditions of the plan of
1493conversion if any such change, alone or in the aggregate, would
1494materially and adversely affect the members, or any class or
1495group of members, of such limited liability company.
1496
1497If an amendment to a plan of conversion is made in accordance
1498with the plan of conversion and a certificate of conversion has
1499been filed with the Department of State, an amended certificate
1500of conversion executed by the limited liability company shall be
1501filed with the Department of State prior to the effective date
1502of the conversion.
1503     (6)  The plan of conversion may also set forth any other
1504provisions relating to the conversion, including without
1505limitation a statement of the method of determining, the fair
1506value, as defined in s 608.4351, of an interest in the limited
1507liability company.
1508     608.4402  Action on plan of conversion.--
1509     (1)  Unless the articles of organization or the operating
1510agreement of a limited liability company requires a greater than
1511majority vote, the plan of conversion shall be approved in
1512writing by a majority of the managers who are members of a
1513converting limited liability company in which management is not
1514reserved to its members. If no manager is a member, the plan of
1515conversion shall be approved by vote of the members as set forth
1516in this section. Unless the articles of organization or the
1517operating agreement of the converting limited liability company
1518requires a greater than majority vote or provides for another
1519method of determining the voting rights of each of its members,
1520and whether or not management is reserved to its members, the
1521plan of conversion shall be approved in writing by a majority-
1522in-interest of the members of the converting limited liability
1523company and, if applicable, the vote of each member shall be
1524weighted in accordance with s. 608.4231, provided, unless the
1525articles of organization or the operating agreement of the
1526converting limited liability company requires a greater than
1527majority vote or provides for another method of determining the
1528voting rights of each of its members, if there is more than one
1529class or group of members, the conversion shall be approved by a
1530majority-in-interest of the members of each such class or group,
1531and, if applicable, the vote of each member shall be weighted in
1532accordance with s. 608.4231.
1533     (2)  In addition to the approval required by subsection
1534(1), if the other business entity is a partnership or limited
1535partnership, no member of a converting limited liability company
1536shall become a general partner of such partnership or limited
1537partnership as a result of the conversion unless such member
1538specifically consents in writing to becoming a general partner
1539of such partnership or limited partnership, and, unless such
1540written consent is obtained from each such member, the
1541conversion shall not become effective under s. 608.4404. Any
1542member providing such consent in writing shall also be deemed to
1543have voted in favor of the plan of conversion for purposes of
1544ss. 608.4351-608.43595.
1545     (3)  All members of the limited liability company to be
1546converted shall be given written notice of any meeting or other
1547action with respect to the approval of a plan of conversion as
1548provided in subsections (4) and (5), not fewer than 30 or more
1549than 60 days before the date of the meeting at which the plan of
1550conversion shall be submitted for approval by the members of
1551such limited liability company, provided, if the plan of
1552conversion is submitted to the members of the limited liability
1553company for their written approval or other action without a
1554meeting, such notification shall be given to each member not
1555fewer than 30 or more than 60 days before the effective date of
1556the conversion. Pursuant to s. 608.455, the notification
1557required by this subsection may be waived in writing by any
1558person entitled to such notification.
1559     (4)  The notification required by subsection (3) shall be
1560in writing and shall include:
1561     (a)  The date, time, and place of the meeting, if any, at
1562which the plan of conversion is to be submitted for approval by
1563the members of the limited liability company or, if the plan of
1564conversion is to be submitted for written approval or by other
1565action without a meeting, a statement to that effect.
1566     (b)  A copy or summary of the plan of conversion.
1567     (c)  The statement or statements required by ss. 608.4351-
1568608.43595 concerning availability of appraisal rights, if any,
1569to members of the limited liability company.
1570     (d)  The date on which such notification was mailed or
1571delivered to the members.
1572     (e)  Any other information concerning the plan of
1573conversion.
1574     (5)  The notification required by subsection (3) shall be
1575deemed to be given at the earliest date of:
1576     (a)  The date such notification is received;
1577     (b)  Five days after the date such notification is
1578deposited in the United States mail addressed to the member at
1579the member's address as it appears in the books and records of
1580the limited liability company, with postage thereon prepaid;
1581     (c)  The date shown on the return receipt, if sent by
1582registered or certified mail, return receipt requested, and the
1583receipt is signed by or on behalf of the addressee; or
1584     (d)  The date such notification is given in accordance with
1585the provisions of the articles of organization or the operating
1586agreement of the limited liability company.
1587     (6)  Unless the converting limited liability company's
1588articles of organization or operating agreement or the plan of
1589conversion provide otherwise, notwithstanding the prior approval
1590of the plan of conversion by the managers or members of a
1591converting limited liability company in which management is not
1592reserved to its members, and at any time prior to the filing of
1593the certificate of conversion with the Department of State, the
1594planned conversion may be abandoned, subject to any contractual
1595rights, by such limited liability company by the affirmative
1596vote of a majority of its managers without further action by its
1597members, in accordance with the procedure set forth in the plan
1598of conversion, or if none is set forth in such plan, in the
1599manner determined by the managers of such limited liability
1600company.
1601     608.4403  Certificate of conversion.--
1602     (1)  After a plan of conversion is approved by a converting
1603limited liability company, the limited liability company shall
1604deliver to the Department of State for filing a certificate of
1605conversion, which shall be executed by the converting limited
1606liability company, and which shall set forth:
1607     (a)  A statement that the limited liability company has
1608been converted into another business entity in compliance with
1609this chapter and that the conversion complies with the law or
1610other applicable law governing the other business entity.
1611     (b)  A statement that the plan of conversion was approved
1612by the converting limited liability company in accordance with
1613this chapter and, if applicable, a statement that the written
1614consent of each member of such limited liability company who, as
1615a result of the conversion, becomes a general partner of the
1616surviving entity has been obtained pursuant to s. 608.4402(2).
1617     (c)  The effective date of the conversion, which, subject
1618to the limitations in s. 608.409(2),  may be on or after the
1619date of filing the certificate of conversion, but which shall
1620not be different than the effective date of the conversion under
1621the laws governing the other business entity into which the
1622limited liability company has been converted.
1623     (d)  The address, including street and number, if any, of
1624the principal office of the other business entity under the laws
1625of the state, country, or jurisdiction in which such entity was
1626organized.
1627     (e)  If the other business entity is a foreign entity and
1628is not authorized to transact business in this state, a
1629statement that the other business entity appoints the Secretary
1630of State as its agent for service of process in a proceeding to
1631enforce obligations of the converting limited liability company,
1632including any appraisal rights of its members under ss.
1633608.4351-608.43595 and the street and mailing address of an
1634office which the Department of State may use for purposes of s.
163548.181.
1636     (f)  A statement that the other business entity has agreed
1637to pay to any members having appraisal rights the amount to
1638which such members are entitled under ss. 608.4351-608.43595.
1639     (2)  A copy of the certificate of conversion, certified by
1640the Department of State, may be filed in the official records of
1641any county in this state in which the converting limited
1642liability company holds an interest in real property.
1643     608.4404  Effect of conversion.--When a conversion becomes
1644effective:
1645     (1)  A domestic limited liability company that has been
1646converted into another business entity pursuant to this chapter
1647is for all purposes the same entity that existed before the
1648conversion.
1649     (2)  The title to all real property and other property, or
1650any interest therein, owned by the domestic limited liability
1651company at the time of its conversion into the other business
1652entity remains vested in the converted entity without reversion
1653or impairment by operation of this chapter.
1654     (3)  The other business entity into which the domestic
1655limited liability company was converted shall continue to be
1656responsible and liable for all the liabilities and obligations
1657of such limited liability company, including any liability to
1658members having appraisal rights under ss. 608.4351-608.43595
1659with respect to such conversion.
1660     (4)  Any claim existing or action or proceeding pending by
1661or against any domestic limited liability company that is
1662converted into another business entity may be continued as if
1663the conversion did not occur. If the  converted entity is a
1664foreign entity, such entity shall be deemed to have consented to
1665the jurisdiction of the courts of this state to enforce any
1666obligation of the converting domestic limited liability company
1667if, before the conversion, the converting domestic limited
1668liability company was subject to suit in this state on the
1669obligation. A converted entity that is a foreign entity and not
1670authorized to transact business in this state appoints the
1671Department of State as its agent for service of process for
1672purposes of enforcing an obligation under this subsection,
1673including any appraisal rights of members under ss. 608.4351-
1674608.43595 to the extent applicable to the conversion. Service on
1675the Department of State under this subsection is made in the
1676same manner and with the same consequences as under s. 48.141.
1677     (5)  Neither the rights of creditors nor any liens upon the
1678property of a domestic limited liability company that is
1679converted into another business entity under this chapter shall
1680be impaired by such conversion.
1681     (6)  The member interests, obligations, and other
1682securities, or rights to acquire any member interests,
1683obligations, or other securities, of the domestic limited
1684liability company shall be converted into the shares,
1685partnership interests, interests, obligations, or other
1686securities of the other business entity, including any rights to
1687acquire any such shares, interests, obligations, or other
1688securities, or, in whole or in part, into cash or other
1689consideration as provided in the plan of conversion. The former
1690members of the converting domestic limited liability company
1691shall be entitled only to the rights provided in the plan of
1692conversion and to their appraisal rights, if any, under ss.
1693608.4351-608.43595 or other applicable law.
1694     Section 12.  Subsection (3) of section 608.452, Florida
1695Statutes, is amended, subsections (9) and (10) of said section
1696are renumbered as subsections (10) and (11), respectively, and
1697new subsection (9) is added to said section, to read:
1698     608.452  Fees of the Department of State.--The fees of the
1699Department of State under this chapter are as follows:
1700     (3)  For filing a certificate articles of merger of limited
1701liability companies or other business entities, $25 per
1702constituent party to the merger, unless a specific fee is
1703required for a party in other applicable law.
1704     (9)  For filing a certificate of conversion of a limited
1705liability company, $25.
1706     Section 13.  Subsection (16) of section 617.0302, Florida
1707Statutes, is amended to read:
1708     617.0302  Corporate powers.--Every corporation not for
1709profit organized under this act, unless otherwise provided in
1710its articles of incorporation or bylaws, shall have power to:
1711     (16)  Merge with other corporations or other business
1712entities, both for profit and not for profit, domestic and
1713foreign, if the surviving corporation or other surviving
1714business entity is a corporation not for profit or other
1715business entity that has been organized as a not for profit
1716entity under a governing law or other applicable law that
1717permits such a merger.
1718     Section 14.  Section 617.1108, Florida Statutes, is created
1719to read:
1720     617.1108  Merger of domestic corporation and other business
1721entities.--Subject to s. 617.0302(16) and other applicable
1722provisions of this chapter, ss. 607.1108, 607.1109, and
1723607.11101 shall apply to a merger involving a corporation not
1724for profit organized under this act and one or more other
1725business entities identified in s. 607.1108(1).
1726     Section 15.  Sections 620.1101, 620.1102, 620.1103,
1727620.1104, 620.1105, 620.1106, 620.1107, 620.1108, 620.1109,
1728620.1110, 620.1111, 620.1112, 620.1113, 620.1114, 620.1115,
1729620.1116, 620.1117, 620.1118, 620.1201, 620.1202, 620.1203,
1730620.1204, 620.1205, 620.1206, 620.1207, 620.1208, 620.1209,
1731620.1210, 620.1301, 620.1302, 620.1303, 620.1304, 620.1305,
1732620.1306, 620.1401, 620.1402, 620.1403, 620.1404, 620.1405,
1733620.1406, 620.1407, 620.1408, 620.1501, 620.1502, 620.1503,
1734620.1504, 620.1505, 620.1506, 620.1507, 620.1508, 620.1509,
1735620.1601, 620.1602, 620.1603, 620.1604, 620.1605, 620.1606,
1736620.1607, 620.1701, 620.1702, 620.1703, 620.1704, 620.1801,
1737620.1802, 620.1803, 620.1804, 620.1805, 620.1806, 620.1807,
1738620.1808, 620.1809, 620.1810, 620.1811, 620.1812, 620.1813,
1739620.1901, 620.1902, 620.1903, 620.1904, 620.1905, 620.1906,
1740620.1907, 620.1908, 620.1909, 620.1910, 620.2001, 620.2002,
1741620.2003, 620.2004, 620.2005, 620.2101, 620.2102, 620.2103,
1742620.2104, 620.2105, 620.2106, 620.2107, 620.2108, 620.2109,
1743620.2110, 620.2111, 620.2112, 620.2113, 620.2114, 620.2115,
1744620.2116, 620.2117, 620.2118, 620.2119, 620.2120, 620.2121,
1745620.2122, 620.2123, 620.2124, 620.2125, 620.2201, 620.2202,
1746620.2203, 620.2204, and 620.2205, Florida Statutes, are created
1747to read:
1748     620.1101  Popular name.--This section and sections
1749620.1102-620.2205 may be cited as the "Florida Revised Uniform
1750Limited Partnership Act of 2005."
1751     620.1102  Definitions.--As used in this act:
1752     (1)  "Act" means the Florida Revised Uniform Limited
1753Partnership Act of 2005, as amended.
1754     (2)  "Certificate of limited partnership" means the
1755certificate required by s. 620.1201. The term includes the
1756certificate as amended or restated.
1757     (3)  "Contribution," except in the phrase "right of
1758contribution," means any benefit provided by a person to a
1759limited partnership in order to become a partner or in the
1760person's capacity as a partner.
1761     (4)  "Debtor in bankruptcy" means a person that is the
1762subject of:
1763     (a)  An order for relief under Title 11 U.S.C. or a
1764comparable order under a successor statute of general
1765application; or
1766     (b)  A comparable order under federal, state, or foreign
1767law governing insolvency.
1768     (5)  "Designated office" means:
1769     (a)  With respect to a limited partnership, the office that
1770the limited partnership is required to designate and maintain
1771under s. 620.1114.
1772     (b)  With respect to a foreign limited partnership, its
1773principal office.
1774     (6)  "Distribution" means a transfer of money or other
1775property from a limited partnership to a partner in the
1776partner's capacity as a partner or to a transferee on account of
1777a transferable interest owned by the transferee.
1778     (7)  "Foreign limited liability limited partnership" means
1779a foreign limited partnership whose general partners have
1780limited liability for the obligations of the foreign limited
1781partnership under a provision similar to s. 620.1404(3).
1782     (8)  "Foreign limited partnership" means a partnership
1783formed under the laws of a jurisdiction other than this state
1784and required by those laws to have one or more general partners
1785and one or more limited partners. The term includes a foreign
1786limited liability limited partnership.
1787     (9)  "General partner" means:
1788     (a)  With respect to a limited partnership, a person that:
1789     1.  Becomes a general partner under s. 620.1401; or
1790     2.  Was a general partner in a limited partnership when the
1791limited partnership became subject to this act under s.
1792620.2204(1) or (2).
1793     (b)  With respect to a foreign limited partnership, a
1794person that has rights, powers, and obligations similar to those
1795of a general partner in a limited partnership.
1796     (10)  "Limited liability limited partnership," except in
1797the phrase "foreign limited liability limited partnership,"
1798means a limited partnership whose certificate of limited
1799partnership states that the limited partnership is a limited
1800liability limited partnership, or which was a limited liability
1801limited partnership when the limited partnership became subject
1802to this act under s. 620.2204(1) or (2).
1803     (11)  "Limited partner" means:
1804     (a)  With respect to a limited partnership, a person that:
1805     1.  Becomes a limited partner under s. 620.1301; or
1806     2.  Was a limited partner in a limited partnership when the
1807limited partnership became subject to this act under subsection
1808620.2204(1) or (2).
1809     (b)  With respect to a foreign limited partnership, a
1810person that has rights, powers, and obligations similar to those
1811of a limited partner in a limited partnership.
1812     (12)  "Limited partnership," except in the phrases "foreign
1813limited partnership" and "foreign limited liability limited
1814partnership," means an entity, having one or more general
1815partners and one or more limited partners, which is formed under
1816this act by two or more persons or becomes subject to this act
1817as the result of a conversion or merger under this act, or which
1818was a limited partnership governed by the laws of this state
1819when this act became a law and became subject to this act under
1820s. 620.2204(1) or (2). The term includes a limited liability
1821limited partnership.
1822     (13)  "Partner" means a limited partner or general partner.
1823     (14)  "Partnership agreement" means the partners'
1824agreement, whether oral, implied, in a record, or in any
1825combination thereof, concerning the limited partnership. The
1826term includes the agreement as amended or restated.
1827     (15)  "Person" means an individual, corporation, business
1828trust, estate, trust, partnership, limited liability company,
1829association, joint venture, or government; governmental
1830subdivision, agency, or instrumentality; public corporation; or
1831any other legal or commercial entity.
1832     (16)  "Person dissociated as a general partner" means a
1833person dissociated as a general partner of a limited
1834partnership.
1835     (17)  "Principal office" means the office at which the
1836principal executive office of a limited partnership or foreign
1837limited partnership is located, whether or not the office is
1838located in this state.
1839     (18)  "Record" means information that is inscribed on a
1840tangible medium or that is stored in an electronic or other
1841medium and is retrievable in perceivable form.
1842     (19)  "Registered agent" means the person acting as the
1843registered agent of the limited partnership for service of
1844process and meeting the requirements in s. 620.1114.
1845     (20)  "Registered office" means the address of the
1846registered agent meeting the requirements of s. 620.1114.
1847     (21)  "Required information" means the information that a
1848limited partnership is required to maintain under s. 620.1111.
1849     (22)  "Sign" means to:
1850     (a)  Execute or adopt a tangible symbol with the present
1851intent to authenticate a record; or
1852     (b)  Attach or logically associate an electronic symbol,
1853sound, or process to or with a record with the present intent to
1854authenticate the record.
1855     (23)  "State" means a state of the United States, the
1856District of Columbia, Puerto Rico, the United States Virgin
1857Islands, or any territory or insular possession subject to the
1858jurisdiction of the United States.
1859     (24)  "Transfer" includes an assignment, conveyance, deed,
1860bill of sale, lease, mortgage, security interest, encumbrance,
1861gift, or transfer by operation of law.
1862     (25)  "Transferable interest" means a partner's right to
1863receive distributions.
1864     (26)  "Transferee" means a person to which all or part of a
1865transferable interest has been transferred, whether or not the
1866transferor is a partner.
1867     620.1103  Knowledge and notice.--
1868     (1)  A person knows a fact if the person has actual
1869knowledge of the fact.
1870     (2)  A person has notice of a fact if the person:
1871     (a)  Knows of the fact;
1872     (b)  Has received a notification of the fact;
1873     (c)  Has reason to know the fact exists from all of the
1874facts known to the person at the time in question; or
1875     (d)  Has notice of the fact under subsection (3) or
1876subsection (4).
1877     (3)  A certificate of limited partnership on file in the
1878Department of State is notice that the partnership is a limited
1879partnership and the persons designated in the certificate as
1880general partners are general partners. Except as otherwise
1881provided in subsection (4), the certificate is not notice of any
1882other fact.
1883     (4)  A person has notice of:
1884     (a)  Another person's dissociation as a general partner 90
1885days after the effective date of an amendment to the certificate
1886of limited partnership which states that the other person has
1887dissociated or 90 days after the effective date of a statement
1888of dissociation pertaining to the other person, whichever occurs
1889first;
1890     (b)  A limited partnership's dissolution 90 days after the
1891effective date of the certificate of dissolution of the limited
1892partnership;
1893     (c)  A limited partnership's termination 90 days after the
1894effective date of a statement of termination;
1895     (d)  A limited partnership's conversion under s. 620.2102
189690 days after the effective date of the certificate of
1897conversion;
1898     (e)  A merger under s. 620.2106 90 days after the effective
1899date of the certificate of merger; or
1900     (f)  Any limitations upon the authority of a general
1901partner as set forth in the initial certificate of limited
1902partnership or, if the limitations are added by an amendment or
1903restatement of the certificate of limited partnership, 90 days
1904after the effective date of the amendment or restatement,
1905provided a provision in the certificate of limited partnership
1906limiting the authority of a general partner to transfer real
1907property held in the name of the limited partnership is not
1908notice of the limitation to a person who is not a partner unless
1909the limitation appears in an affidavit, certificate, or other
1910instrument that bears the name of the limited partnership and is
1911recorded in the office for recording transfers of such real
1912property.
1913     (5)  A person notifies or gives a notification to another
1914person by taking steps reasonably required to inform the other
1915person in the ordinary course, whether or not the other person
1916learns of it.
1917     (6)  A person receives a notification when the
1918notification:
1919     (a)  Comes to the person's attention; or
1920     (b)  Is delivered at the person's place of business or at
1921any other place held out by the person as a place for receiving
1922communications.
1923     (7)  Except as otherwise provided in subsection (8), a
1924person other than an individual knows, has notice, or receives a
1925notification of a fact for purposes of a particular transaction
1926when the individual conducting the transaction for the person
1927knows, has notice, or receives a notification of the fact, or in
1928any event when the fact would have been brought to the
1929individual's attention if the person had exercised reasonable
1930diligence. A person other than an individual exercises
1931reasonable diligence if such person maintains reasonable
1932routines for communicating significant information to the
1933individual conducting the transaction for the person and there
1934is reasonable compliance with the routines. Reasonable diligence
1935does not require an individual acting for the person to
1936communicate information unless the communication is part of the
1937individual's regular duties or the individual has reason to know
1938of the transaction and that the transaction would be materially
1939affected by the information.
1940     (8)  A general partner's knowledge, notice, or receipt of a
1941notification of a fact relating to the limited partnership is
1942effective immediately as knowledge of, notice to, or receipt of
1943a notification by the limited partnership, except in the case of
1944a fraud on the limited partnership committed by or with the
1945consent of the general partner. A limited partner's knowledge,
1946notice, or receipt of a notification of a fact relating to the
1947limited partnership is not effective as knowledge of, notice to,
1948or receipt of a notification by the limited partnership.
1949     620.1104  Nature, purpose, and duration of entity.--
1950     (1)  A limited partnership is an entity distinct from its
1951partners. A limited partnership is the same entity regardless of
1952whether its certificate states that the limited partnership is a
1953limited liability limited partnership.
1954     (2)  A limited partnership may be organized under this act
1955for any lawful purpose.
1956     (3)  A limited partnership has a perpetual duration.
1957     620.1105  Powers.--A limited partnership has the powers to
1958do all things necessary or convenient to carry on its
1959activities, including the power to sue, be sued, and defend in
1960its own name and to maintain an action against a partner for
1961harm caused to the limited partnership by a breach of the
1962partnership agreement or violation of a duty to the partnership.
1963     620.1106  Governing law.--The laws of this state govern
1964relations among the partners of a limited partnership and
1965between the partners and the limited partnership and the
1966liability of partners as partners for an obligation of the
1967limited partnership.
1968     620.1107  Supplemental principles of law; rate of
1969interest.--
1970     (1)  Unless displaced by particular provisions of this act,
1971the principles of law and equity supplement this act.
1972     (2)  If an obligation to pay interest arises under this act
1973and the rate is not specified, the same rate of interest that
1974has been determined for judgments in accordance with s. 55.03
1975shall apply to the obligation in question.
1976     620.1108  Name.--
1977     (1)  The name of a limited partnership may contain the name
1978of any partner.
1979     (2)  The name of a limited partnership that is not a
1980limited liability limited partnership must contain the phrase
1981"limited partnership" or "limited" or the abbreviation "L.P." or
1982"Ltd." or the designation "LP," and may not contain the phrase
1983"limited liability limited partnership" or the abbreviation
1984"L.L.L.P." or the designation "LLLP."
1985     (3)  The name of a limited liability limited partnership
1986must contain the phrase "limited liability limited partnership"
1987or the abbreviation "L.L.L.P." or designation "LLLP," except
1988that a limited liability limited partnership organized prior to
1989the effective date of this act that is using an abbreviation or
1990designation permitted under prior law shall be entitled to
1991continue using such abbreviation or designation until its
1992dissolution.
1993     (4)  The name of a limited partnership must be
1994distinguishable in the records of the Department of State from
1995the names of all other entities or filings, except fictitious
1996name registrations pursuant to s. 865.09 organized, registered,
1997or reserved under the laws of this state, the names of which are
1998on file with the Department of State.
1999     (5)  Subject to s. 620.905, this section applies to any
2000foreign limited partnership transacting business in this state,
2001having a certificate of authority to transact business in this
2002state, or applying for a certificate of authority.
2003     620.1109  Department of State; fees.--In addition to the
2004supplemental corporate fee of $88.75 imposed pursuant to s.
2005607.193, the fees of the Department of State under this act are
2006as follows:
2007     (1)  For furnishing a certified copy, $52.50 for the first
200815 pages plus $1.00 for each additional page.
2009     (2)  For filing an original certificate of limited
2010partnership, $965.
2011     (3)  For filing an original application for registration as
2012a foreign limited partnership, $965.
2013     (4)  For filing certificate of conversion, $52.50.
2014     (5)  For filing certificate of merger, $52.50 for each
2015party thereto.
2016     (6)  For filing a reinstatement, $500 for each calendar
2017year or part thereof the limited partnership was
2018administratively dissolved or foreign limited partnership was
2019revoked in the records of the Department of State.
2020     (8)  For filing an annual report, $411.25.
2021     (9)  For filing a certificate:
2022     (a)  Designating a registered agent, $35;
2023     (b)  Changing a registered agent or registered office
2024address, $35;
2025     (c)  Resigning as a registered agent, $87.50; or
2026     (d)  Of amendment or restatement of the certificate of
2027limited partnership, $52.50;
2028     (10)  For filing a statement of termination, $52.50.
2029     (11)  For filing a notice of cancellation for foreign
2030limited partnership, $52.50.
2031     (12)  For furnishing a certificate of status or
2032authorization, $8.75.
2033     (13)  For filing a certificate of dissolution, $52.50.
2034     (14)  For filing a certificate of revocation of
2035dissolution, $52.50.
2036     (15)  For filing any other domestic or foreign limited
2037partnership document, $52.50.
2038     620.1110  Effect of partnership agreement; nonwaivable
2039provisions.--
2040     (1)  Except as otherwise provided in subsection (2), the
2041partnership agreement governs relations among the partners and
2042between the partners and the partnership. To the extent the
2043partnership agreement does not otherwise provide, this act
2044governs relations among the partners and between the partners
2045and the partnership.
2046     (2)  A partnership agreement may not:
2047     (a)  Vary a limited partnership's power under s. 620.1105
2048to sue, be sued, and defend in its own name;
2049     (b)  Vary the law applicable to a limited partnership under
2050s. 620.106;
2051     (c)  Vary the requirements of s. 620.1204;
2052     (d)  Vary the information required under s. 620.1111 or
2053unreasonably restrict the right to information under s. 620.1304
2054or s. 620.1407, but the partnership agreement may impose
2055reasonable restrictions on the availability and use of
2056information obtained under those sections and may define
2057appropriate remedies, including liquidated damages, for a breach
2058of any reasonable restriction on use;
2059     (e)  Eliminate the duty of loyalty of a general partner
2060under s. 620.1408 but the partnership agreement may:
2061     1.  Identify specific types or categories of activities
2062that do not violate the duty of loyalty, if not manifestly
2063unreasonable; and
2064     2.  Specify the number, percentage, class, or other type of
2065partners that may authorize or ratify, after full disclosure to
2066all partners of all material facts, a specific act or
2067transaction that otherwise would violate the duty of loyalty;
2068     (f)  Unreasonably reduce the duty of care of a general
2069partner under s. 620.1408(3);
2070     (g)  Eliminate the obligation of good faith and fair
2071dealing under ss. 620.1305(2) and 620.1408(4), but the
2072partnership agreement may prescribe the standards by which the
2073performance of the obligation is to be measured, if the
2074standards are not manifestly unreasonable;
2075     (h)  Vary the power of a person to dissociate as a general
2076partner under s. 620.1604(1), except to require that the notice
2077under s. 620.1603(1) be in a record;
2078     (i)  Vary the power of a court to decree dissolution in the
2079circumstances specified in s. 620.1802;
2080     (j)  Vary the requirement to wind up the partnership's
2081business as specified in s. 620.1803;
2082     (k)  Unreasonably restrict the right to maintain an action
2083under s. 620.2001 or s. 620.2002;
2084     (l)  Restrict the right of a partner under s. 620.2110(1)
2085to approve a conversion or merger or the right of a general
2086partner under s. 620.2110(2) to consent to an amendment to the
2087certificate of limited partnership which deletes a statement
2088that the limited partnership is a limited liability limited
2089partnership; or
2090     (m)  Restrict rights under this act of a person other than
2091a partner or a transferee.
2092     620.1111  Required information.--A limited partnership
2093shall maintain at its designated office the following
2094information:
2095     (1)  A current list showing the full name and last known
2096street and mailing address of each partner, separately
2097identifying the general partners, in alphabetical order, and the
2098limited partners, in alphabetical order.
2099     (2)  A copy of the initial certificate of limited
2100partnership and all amendments to and restatements of the
2101certificate, together with signed copies of any powers of
2102attorney under which any certificate, amendment, or restatement
2103has been signed.
2104     (3)  A copy of any filed certificate of conversion or
2105merger, together with the plan of conversion or plan of merger
2106approved by the partners.
2107     (4)  A copy of the limited partnership's federal, state,
2108and local income tax returns and reports, if any, for the 3 most
2109recent years.
2110     (5)  A copy of any partnership agreement made in a record
2111and any amendment made in a record to any partnership agreement.
2112     (6)  A copy of any financial statement of the limited
2113partnership for the 3 most recent years.
2114     (7)  A copy of the three most recent annual reports
2115delivered by the limited partnership to the Department of State
2116pursuant to s. 620.1210.
2117     (8)  A copy of any record made by the limited partnership
2118during the past 3 years of any consent given by or vote taken of
2119any partner pursuant to this act or the partnership agreement.
2120     (9)  Unless contained in a partnership agreement made in a
2121record, a record stating:
2122     (a)  The amount of cash and a description and statement of
2123the agreed value of the other benefits contributed and agreed to
2124be contributed by each partner.
2125     (b)  The times at which, or events on the happening of
2126which, any additional contributions agreed to be made by each
2127partner are to be made.
2128     (c)  For any person that is both a general partner and a
2129limited partner, a specification of transferable interest the
2130person owns in each capacity.
2131     (d)  Any events upon the happening of which the limited
2132partnership is to be dissolved and its activities wound up.
2133     620.1112  Business transactions of partner with
2134partnership.--A partner may lend money to and transact other
2135business with the limited partnership and, subject to s.
2136620.1408 and any other applicable provisions of this act, a
2137partner has the same rights and obligations with respect to the
2138loan or other transaction as a person that is not a partner.
2139     620.1113  Dual capacity.--A person may be both a general
2140partner and a limited partner. A person that is both a general
2141and limited partner has the rights, powers, duties, and
2142obligations provided by this act and the partnership agreement
2143in each of those capacities. When the person acts as a general
2144partner, the person is subject to the obligations, duties, and
2145restrictions under this act and the partnership agreement for
2146general partners. When the person acts as a limited partner, the
2147person is subject to the obligations, duties, and restrictions
2148under this act and the partnership agreement for limited
2149partners.
2150     620.1114  Designated office, registered office, and
2151registered agent.--
2152     (1)  A limited partnership shall designate and continuously
2153maintain in this state:
2154     (a)  A designated office, which need not be a place of its
2155activity in this state.
2156     (b)  A registered agent for service of process upon the
2157limited partnership and a registered office, which shall be the
2158address of its registered agent.
2159     (2)  A foreign limited partnership shall designate and
2160continuously maintain in this state a registered agent for
2161service of process and a registered office, which shall be the
2162address of its registered agent.
2163     (3)  A registered agent of a limited partnership or foreign
2164limited partnership must be an individual who is a resident of
2165this state or other person authorized to do business in this
2166state.
2167     620.1115  Change of registered agent or registered
2168office.--
2169     (1)  In order to change its registered agent or registered
2170office address, a limited partnership or a foreign limited
2171partnership may deliver to the Department of State for filing a
2172statement of change containing:
2173     (a)  The name of the limited partnership or foreign limited
2174partnership.
2175     (b)  The name of its current registered agent.
2176     (c)  If the registered agent is to be changed, the name and
2177written acceptance of the new registered agent.
2178     (d)  The street address of its current registered office
2179address for its registered agent.
2180     (e)  If the registered office address is to be changed, the
2181new street address in this state of such office.
2182     (2)  A statement of change is effective when filed by the
2183Department of State.
2184     (3)  The changes described in this section may also be made
2185on the limited partnership or foreign limited partnership's
2186annual report filed with the Department of State.
2187     620.1116  Resignation of registered agent.--
2188     (1)  In order to resign as registered agent of a limited
2189partnership or foreign limited partnership, the agent must
2190deliver to the Department of State for filing a signed statement
2191of resignation containing the name of the limited partnership or
2192foreign limited partnership.
2193     (2)  After filing the statement with the Department of
2194State, the registered agent shall mail a copy to the limited
2195partnership's or foreign limited partnership's current mailing
2196address.
2197     (3)  A registered agent is terminated on the 31st day after
2198the Department of State files the statement of resignation.
2199     620.1117  Service of process.--
2200     (1)  A registered agent appointed by a limited partnership
2201or foreign limited partnership is an agent of the limited
2202partnership or foreign limited partnership for service of any
2203process, notice, or demand required or permitted by law to be
2204served upon the limited partnership or foreign limited
2205partnership.
2206     (2)  If a limited partnership or foreign limited
2207partnership does not appoint or maintain a registered agent in
2208this state or the registered agent cannot with reasonable
2209diligence be found at the address of the registered office, the
2210Department of State shall be an agent of the limited partnership
2211or foreign limited partnership upon whom process, notice, or
2212demand may be served.
2213     (3)  Service of any process, notice, or demand on the
2214Department of State may be made by delivering to and leaving
2215with the Department of State duplicate copies of the process,
2216notice, or demand. If a process, notice, or demand is served on
2217the Department of State, the Department of State shall forward
2218one of the copies by registered or certified mail, return
2219receipt requested, to the limited partnership or foreign limited
2220partnership at its designated office.
2221     (4)  Service is effected under subsection (3) at the
2222earliest of:
2223     (a)  The date the limited partnership or foreign limited
2224partnership receives the process, notice, or demand;
2225     (b)  The date shown on the return receipt, if signed on
2226behalf of the limited partnership or foreign limited
2227partnership; or
2228     (c)  Five days after the process, notice, or demand is
2229deposited in the mail, if mailed postpaid and correctly
2230addressed.
2231     (5)  The Department of State shall keep a record of each
2232process, notice, and demand served pursuant to this section and
2233record the time of, and the action taken regarding, the service.
2234     (6)  This section does not affect the right to serve
2235process, notice, or demand in any other manner provided by law.
2236     620.1118  Consent and proxies of partners.--Subject to the
2237management and approval rights described in s. 620.1406, an
2238action requiring the consent of partners under this act may be
2239taken without a meeting, and a partner may appoint a proxy to
2240consent or otherwise act for the partner by a record appointing
2241the proxy that is signed, either personally or by the partner's
2242attorney in fact.
2243     620.1201  Formation of limited partnership; certificate of
2244limited partnership.--
2245     (1)  In order for a limited partnership to be formed, a
2246certificate of limited partnership must be delivered to the
2247Department of State for filing. The certificate must state:
2248     (a)  The name of the limited partnership, which must comply
2249with s. 620.1108.
2250     (b)  The street and mailing address of the initial
2251designated office of the limited partnership, and the name,
2252street address in this state, and written acceptance of the
2253initial registered agent.
2254     (c)  The name and the business address of each general
2255partner; each general partner that is not an individual must be
2256organized or otherwise registered with the Department of State
2257as required by law, must maintain an active status, and must not
2258be dissolved, revoked, or withdrawn.
2259     (d)  Whether the limited partnership is a limited liability
2260limited partnership.
2261     (e)  Any additional information which may be required by s.
2262620.2104 or s. 620.2108.
2263     (2)  A certificate of limited partnership may also contain
2264any other matters, but may not vary or otherwise affect the
2265provisions specified in s. 620.1110(2) in a manner inconsistent
2266with that section.
2267     (3)  If there has been substantial compliance with
2268subsection (1), then subject to s. 620.1206(3), a limited
2269partnership is formed when the Department of State files the
2270certificate of limited partnership.
2271     (4)  Subject to subsection (2), if any provision of a
2272partnership agreement is inconsistent with the filed certificate
2273of limited partnership, or with a filed statement of
2274dissociation, termination, or change, a filed certificate of
2275conversion or merger, or a certificate of dissolution or
2276revocation of dissolution, involving the limited partnership:
2277     (a)  The partnership agreement prevails as to partners and
2278transferees.
2279     (b)  The filed certificate of limited partnership,
2280statement of dissociation, termination, or change, certificate
2281of conversion or merger, or certificate of dissolution or
2282revocation of dissolution prevails as to persons, other than
2283partners and transferees, that reasonably rely on the filed
2284record to their detriment.
2285     620.1202  Amendment or restatement of certificate.--
2286     (1)  In order to amend or restate its certificate of
2287limited partnership, a limited partnership must deliver to the
2288Department of State for filing an amendment or restatement or,
2289pursuant to s. 620.2108, certificate of merger stating:
2290     (a)  The name of the limited partnership.
2291     (b)  The date of filing of its initial certificate.
2292     (c)  The changes the amendment or restatement makes to the
2293certificate as most recently amended or restated.
2294     (2)  A limited partnership shall promptly deliver to the
2295Department of State for filing an amendment to or restatement of
2296a certificate of limited partnership to reflect:
2297     (a)  The admission of a new general partner;
2298     (b)  The dissociation of a person as a general partner; or
2299     (c)  The appointment of a person to wind up the limited
2300partnership's activities under s. 620.1803(3) or (4).
2301     (3)  A general partner that knows that any information in a
2302filed certificate of limited partnership was false when the
2303certificate was filed or has become false due to changed
2304circumstances shall promptly:
2305     (a)  Cause the certificate to be amended or restated; or
2306     (b)  If appropriate, deliver to the Department of State for
2307filing a statement of change pursuant to s. 620.1115 or a
2308statement of correction pursuant to s. 620.1207.
2309     (4)  A certificate of limited partnership may be amended or
2310restated at any time for any other proper purpose as determined
2311by the limited partnership.
2312     (5)  Subject to s. 620.1206(3), an amendment or restated
2313certificate is effective when filed by the Department of State.
2314     (6)  A limited partnership may, whenever desired, integrate
2315into a single instrument all of the provisions of its
2316certificate of limited partnership which are then in effect and
2317operative as a result of there having theretofore been filed
2318with the Department of State one or more certificates or other
2319instruments pursuant to any provision of this section, and the
2320limited partnership may at the same time further amend its
2321certificate of limited partnership by adopting a restated
2322certificate of limited partnership in accordance with
2323subsections (7)-(10).
2324     (7)  If the restated certificate of limited partnership
2325merely restates and integrates but does not further amend the
2326initial certificate of limited partnership, as theretofore
2327amended or restated by any instrument that was executed and
2328filed pursuant to any of the subsections in this section, the
2329restated certificate shall be specifically designated in its
2330heading as a "Restated Certificate of Limited Partnership,"
2331together with such other words as the limited partnership may
2332deem appropriate, and shall be executed by at least one general
2333partner and filed as provided by this act with the Department of
2334State. If the restated certificate restates and integrates and
2335also further amends in any respect the initial certificate of
2336limited partnership, as theretofore amended or restated, the
2337restated certificate shall be specifically designated in its
2338heading as an "Amended and Restated Certificate of Limited
2339Partnership," together with such other words as the limited
2340partnership may deem appropriate, and shall be executed by at
2341least one general partner and by each other general partner
2342designated in the restated certificate of limited partnership as
2343a new general partner and filed as provided by this act with the
2344Department of State.
2345     (8)  A restated certificate of limited partnership shall
2346state, either in its heading or in an introductory paragraph,
2347the limited partnership's present name, and, if it has been
2348changed, the name under which it was originally filed; the date
2349of filing of its original certificate of limited partnership
2350with the Department of State; and, subject to s. 620.1206(3),
2351the delayed effective date or time, which shall be a date or
2352time certain, of the restated certificate if it is not to be
2353effective upon the filing of the restated certificate. A
2354restated certificate shall also state that it was duly executed
2355and is being filed in accordance with this section. If the
2356restated certificate only restates and integrates and does not
2357further amend the limited partnership's certificate of limited
2358partnership as theretofore amended or supplemented and there is
2359no discrepancy between those provisions and the restated
2360certificate, it shall state that fact as well.
2361     (9)  Upon the filing of the restated certificate of limited
2362partnership with the Department of State, or upon the delayed
2363effective date or time of a restated certificate of limited
2364partnership as provided for therein, the initial certificate of
2365limited partnership, as theretofore amended or supplemented,
2366shall be superseded. Thereafter, the restated certificate of
2367limited partnership, including any further amendment or changes
2368made thereby, shall be the certificate of limited partnership of
2369the limited partnership, but the original effective date of
2370formation shall remain unchanged.
2371     (10)  Any amendment or change effected in accordance with
2372subsections (7)-(9) and this subsection shall be subject to any
2373other provisions of this act, not inconsistent with this
2374section, which would apply if a separate certificate of
2375amendment were filed to effect such amendment or change.
2376     620.1203  Certificate of dissolution; statement of
2377termination.--
2378     (1)  A certificate of dissolution shall be filed with the
2379Department of State in accordance with s. 620.1801(2) and set
2380forth:
2381     (a)  The name of the limited partnership.
2382     (b)  The date of filing of its initial certificate of
2383limited partnership.
2384     (c)  The reason for filing the certificate of dissolution.
2385     (d)  Any other information as determined by the general
2386partners filing the statement or by a person appointed pursuant
2387to s. 620.1803(3) or (4).
2388     (2)  If there has been substantial compliance with
2389subsection (1), then subject to s. 620.1206(3) the dissolution
2390of the limited partnership shall be effective when the
2391Department of State files the certificate of dissolution.
2392     (3)  A dissolved limited partnership that has completed
2393winding up may deliver to the Department of State for filing a
2394statement of termination that states:
2395     (a)  The name of the limited partnership.
2396     (b)  The date of filing of its initial certificate of
2397limited partnership.
2398     (c)  The limited partnership has completed winding up its
2399affairs and wishes to file a statement of termination.
2400     (d)  Any other information as determined by the general
2401partners filing the statement or by a person appointed pursuant
2402to s. 620.1803(3) or (4).
2403     620.1204  Signing of records.--
2404     (1)  Each record delivered to the Department of State for
2405filing pursuant to this act must be signed in the following
2406manner:
2407     (a)  An initial certificate of limited partnership must be
2408signed by all general partners listed in the certificate of
2409limited partnership.
2410     (b)  An amendment adding or deleting a statement that the
2411limited partnership is a limited liability limited partnership
2412must be signed by all general partners listed in the certificate
2413of limited partnership.
2414     (c)  An amendment designating as general partner a person
2415admitted under s. 620.1801(1)(c) following the dissociation of a
2416limited partnership's last general partner must be signed by
2417that person.
2418     (d)  An amendment required by s. 620.1803(3) following the
2419appointment of a person to wind up the dissolved limited
2420partnership's activities must be signed by that person.
2421     (e)  Any other amendment must be signed by:
2422     1.  At least one general partner listed in the certificate
2423of limited partnership.
2424     2.  Each other person designated in the amendment as a new
2425general partner.
2426     3.  Each person that the amendment indicates has
2427dissociated as a general partner, unless:
2428     a.  The person is deceased or a guardian or general
2429conservator has been appointed for the person and the amendment
2430so states; or
2431     b.  The person has previously delivered to the Department
2432of State for filing a statement of dissociation.
2433     (f)  A restated certificate of limited partnership must be
2434signed by at least one general partner listed in the
2435certificate, and, to the extent the restated certificate of
2436limited partnership effects a change described under any other
2437paragraph of this subsection, the certificate of limited
2438partnership must also be signed in a manner that satisfies that
2439paragraph.
2440     (g)  A certificate of dissolution, a statement of
2441termination, and a certificate of revocation of dissolution must
2442be signed by all general partners listed in the certificate of
2443limited partnership or, if the certificate of limited
2444partnership of a dissolved limited partnership lists no general
2445partners, by the person appointed pursuant to s. 620.803(3) or
2446(4) to wind up the dissolved limited partnership's activities.
2447     (h)  A certificate of conversion must be signed as provided
2448in s. 620.2104(1).
2449     (i)  A certificate of merger must be signed as provided in
2450s. 620.2108(1).
2451     (j)  Any other record delivered on behalf of a limited
2452partnership to the Department of State for filing must be signed
2453by at least one general partner listed in the certificate of
2454limited partnership.
2455     (k)  A statement by a person pursuant to s. 620.1605(1)(d)
2456stating that the person has dissociated as a general partner
2457must be signed by that person.
2458     (l)  A statement of withdrawal by a person pursuant to s.
2459620.1306 must be signed by that person.
2460     (m)  A record delivered on behalf of a foreign limited
2461partnership to the Department of State for filing must be signed
2462by at least one general partner of the foreign limited
2463partnership.
2464     (n)  Any other record delivered on behalf of any person to
2465the Department of State for filing must be signed by that
2466person.
2467     (2)  Any person may sign by an attorney in fact any record
2468to be filed pursuant to this act.
2469     620.1205  Signing and filing pursuant to judicial order.--
2470     (1)  If a person required by this act to sign a record or
2471deliver a record to the Department of State for filing does not
2472do so, any other person that is aggrieved may petition the
2473circuit court to order:
2474     (a)  The person to sign the record;
2475     (b)  The person to deliver the record to the Department of
2476State for filing; or
2477     (c)  The Department of State to file the record unsigned.
2478     (2)  If the person aggrieved under subsection (1) is not
2479the limited partnership or foreign limited partnership to which
2480the record pertains, the aggrieved person shall make the limited
2481partnership or foreign limited partnership a party to the
2482action. A person aggrieved under subsection (1) may seek the
2483remedies provided in subsection (1) in the same action in
2484combination or in the alternative.
2485     (3)  A record filed unsigned pursuant to this section is
2486effective without being signed.
2487     620.1206  Delivery to and filing of records by Department
2488of State; effective time and date.--
2489     (1)  A record authorized or required to be delivered to the
2490Department of State for filing under this act must be captioned
2491to describe the record's purpose, be in a medium permitted by
2492the Department of State, and be delivered to the Department of
2493State. Unless the Department of State determines that a record
2494does not comply with the filing requirements of this act, and if
2495all filing fees have been paid, the Department of State shall
2496file the record.
2497     (2)  Upon request and payment of a fee, the Department of
2498State shall send to the requester a certified copy of the
2499requested record.
2500     (3)  Except as otherwise provided in ss. 620.1116 and
2501620.1207, a record delivered to the Department of State for
2502filing under this act may specify an effective time and a
2503delayed effective date. Except as otherwise provided in this
2504act, a record filed by the Department of State is effective:
2505     (a)  If the record does not specify an effective time and
2506does not specify a delayed effective date, on the date and at
2507the time the record is filed as evidenced by the Department of
2508State's endorsement of the date and time on the record;
2509     (b)  If the record specifies an effective time but not a
2510delayed effective date, on the date the record is filed at the
2511time specified in the record;
2512     (c)  If the record specifies a delayed effective date but
2513not an effective time, at 12:01 a.m. on the earlier of:
2514     1.  The specified date; or
2515     2.  The 90th day after the record is filed; or
2516     (d)  If the record specifies an effective time and a
2517delayed effective date, at the specified time on the earlier of:
2518     1.  The specified date; or
2519     2.  The 90th day after the record is filed.
2520     620.1207  Correcting filed record.--
2521     (1)  A limited partnership or foreign limited partnership
2522may deliver to the Department of State for filing a statement of
2523correction to correct a record previously delivered by the
2524limited partnership or foreign limited partnership to the
2525Department of State and filed by the Department of State, if at
2526the time of filing the record contained false or erroneous
2527information or was defectively signed.
2528     (2)  A statement of correction may not state a delayed
2529effective date and must:
2530     (a)  Describe the record to be corrected, including its
2531filing date.
2532     (b)  Specify the incorrect information and the reason it is
2533incorrect or the manner in which the signing was defective.
2534     (c)  Correct the incorrect information or defective
2535signature.
2536     (3)  When filed by the Department of State, a statement of
2537correction is effective retroactively as of the effective date
2538of the record the statement corrects, but the statement is
2539effective when filed:
2540     (a)  For the purposes of s. 620.103(3) and (4).
2541     (b)  As to persons relying on the uncorrected record and
2542adversely affected by the correction.
2543     620.1208  Liability for false information in filed
2544record.--
2545     (1)  If a record delivered to the Department of State for
2546filing under this act and filed by the Department of State
2547contains false information, a person that suffers loss by
2548reliance on the information may recover damages for the loss
2549from:
2550     (a)  A person that signed the record, or caused another to
2551sign the record on the person's behalf, and knew the information
2552to be false at the time the record was signed.
2553     (b)  A general partner that has notice the information was
2554false when the record was filed or has become false because of
2555changed circumstances, if the general partner has notice for a
2556reasonably sufficient time before the information is relied upon
2557to enable the general partner to effect an amendment pursuant to
2558s. 620.1202, file a petition pursuant to s. 620.1205, or deliver
2559to the Department of State for filing a statement of change
2560pursuant to s. 620.1115 or a statement of correction pursuant to
2561s. 620.1207.
2562     (2)  Signing a record authorized or required to be filed
2563under this act constitutes an affirmation under the penalties of
2564perjury that the facts stated in the record are true.
2565     620.1209  Certificate of status.--
2566     (1)  The Department of State, upon request and payment of
2567the requisite fee, shall furnish a certificate of status for a
2568limited partnership if the records filed in the Department of
2569State show that the Department of State has filed a certificate
2570of limited partnership. A certificate of status must state:
2571     (a)  The limited partnership's name.
2572     (b)  That the limited partnership was duly formed under the
2573laws of this state and the date of formation.
2574     (c)  Whether all fees and penalties due to the Department
2575of State under this act have been paid.
2576     (d)  Whether the limited partnership's most recent annual
2577report required by s. 620.1210 has been filed by the Department
2578of State.
2579     (e)  Whether the Department of State has administratively
2580dissolved the limited partnership or received a record notifying
2581the Department of State that the limited partnership has been
2582dissolved by judicial action pursuant to s. 620.1802;
2583     (f)  Whether the Department of State has filed a
2584certificate of dissolution for the limited partnership.
2585     (g)  Whether the Department of State has filed a statement
2586of termination for the limited partnership.
2587     (2)  The Department of State, upon request and payment of
2588the requisite fee, shall furnish a certificate of status for a
2589foreign limited partnership if the records filed in the
2590Department of State show that the Department of State has filed
2591a certificate of authority. A certificate of status must state:
2592     (a)  The foreign limited partnership's name and any
2593alternate name adopted under s. 620.1905(1) for use in this
2594state.
2595     (b)  That the foreign limited partnership is authorized to
2596transact business in this state.
2597     (c)  Whether all fees and penalties due to the Department
2598of State under this act or other law have been paid.
2599     (d)  Whether the foreign limited partnership's most recent
2600annual report required by s. 620.1210 has been filed by the
2601Department of State.
2602     (e)  Whether the Department of State has revoked the
2603foreign limited partnership's certificate of authority or filed
2604a notice of cancellation.
2605     (3)  Subject to any qualification stated in the
2606certificate, a certificate of status issued by the Department of
2607State may be relied upon as conclusive evidence that the limited
2608partnership or foreign limited partnership is in existence or is
2609authorized to transact business in this state.
2610     620.1210  Annual report for Department of State.--
2611     (1)  A limited partnership or a foreign limited partnership
2612authorized to transact business in this state shall deliver to
2613the Department of State for filing an annual report that states:
2614     (a)  The name of the limited partnership or, if a foreign
2615limited partnership, the name under which the foreign limited
2616partnership is registered to transact business in this state.
2617     (b)  The street and mailing address of the limited
2618partnership or foreign limited partnership, the name of its
2619registered agent in this state, and the street address of its
2620registered office in this state.
2621     (c)  The name and business address of each general partner.
2622Each general partner that is not an individual must be organized
2623or otherwise registered with the Department of State as required
2624by law, must maintain an active status, and must not be
2625dissolved, revoked, or withdrawn.
2626     (d)  Federal Employer Identification number.
2627     (e)  Any additional information that is necessary or
2628appropriate to enable the Department of State to carry out the
2629provisions of this act.
2630     (2)  Information in an annual report must be current as of
2631the date the annual report is delivered to the Department of
2632State for filing.
2633     (3)  The first annual report must be delivered to the
2634Department of State between January 1 and May 1 of the year
2635following the calendar year in which a limited partnership was
2636formed or a foreign limited partnership was authorized to
2637transact business. An annual report must be delivered to the
2638Department of State between January 1 and May 1 of each
2639subsequent calendar year.
2640     (4)  If an annual report does not contain the information
2641required in subsection (1), the Department of State shall
2642promptly notify the reporting limited partnership or foreign
2643limited partnership and return the report to it for correction.
2644If the report is corrected to contain the information required
2645in subsection (1) and delivered to the Department of State
2646within 30 days after the effective date of the notice, it is
2647timely delivered.
2648     (5)  If a filed annual report contains the address of a
2649designated office, name of a registered agent, or registered
2650office address which differs from the information shown in the
2651records of the Department of State immediately before the
2652filing, the differing information in the annual report is
2653considered a statement of change under s. 620.1115.
2654     620.1301  Becoming limited partner.--A person becomes a
2655limited partner:
2656     (1)  As provided in the partnership agreement;
2657     (2)  As the result of a conversion or merger involving the
2658limited partnership under this act as provided in the plan of
2659conversion or merger; or
2660     (3)  With the consent of all the partners.
2661     620.1302  No right or power as limited partner to bind
2662limited partnership; certain approval rights.--
2663     (1)  A limited partner does not have the right or the power
2664as a limited partner to act for or bind the limited partnership.
2665     (2)  The limited partners have only those approval rights
2666as are described in s. 620.1406.
2667     620.1303  No liability as limited partner for limited
2668partnership obligations.--An obligation of a limited
2669partnership, whether arising in contract, tort, or otherwise, is
2670not the obligation of a limited partner. A limited partner is
2671not personally liable, directly or indirectly, by way of
2672contribution or otherwise, for an obligation of the limited
2673partnership solely by reason of being a limited partner, even if
2674the limited partner participates in the management and control
2675of the limited partnership.
2676     620.1304  Right of limited partner and former limited
2677partner to information.--
2678     (1)  Upon 10 days' demand, made in a record received by the
2679limited partnership, a limited partner may inspect and copy
2680required information during regular business hours in the
2681limited partnership's designated office. The limited partner
2682need not have any particular purpose for seeking the
2683information.
2684     (2)  During regular business hours and at a reasonable
2685location specified by the limited partnership, a limited partner
2686may obtain from the limited partnership and inspect and copy
2687true and full information regarding the state of the activities
2688and financial condition of the limited partnership and other
2689information regarding the activities of the limited partnership
2690as is just and reasonable if:
2691     (a)  The limited partner seeks the information for a
2692purpose reasonably related to the limited partner's interest as
2693a limited partner.
2694     (b)  The limited partner makes a demand in a record
2695received by the limited partnership, describing with reasonable
2696particularity the information sought and the purpose for seeking
2697the information.
2698     (c)  The information sought is directly connected to the
2699limited partner's purpose.
2700     (3)  Within 10 days after receiving a demand pursuant to
2701subsection (2), the limited partnership in a record shall inform
2702the limited partner that made the demand:
2703     (a)  What information the limited partnership will provide
2704in response to the demand.
2705     (b)  When and where the limited partnership will provide
2706the information.
2707     (c)  If the limited partnership declines to provide any
2708demanded information, the limited partnership's reasons for
2709declining.
2710     (4)  Subject to subsection (6), a person dissociated as a
2711limited partner may inspect and copy required information during
2712regular business hours in the limited partnership's designated
2713office if:
2714     (a)  The information pertains to the period during which
2715the person was a limited partner.
2716     (b)  The person seeks the information in good faith.
2717     (c)  The person meets the requirements of subsection (2).
2718     (5)  The limited partnership shall respond to a demand made
2719pursuant to subsection (4) in the same manner as provided in
2720subsection (3).
2721     (6)  If a limited partner dies, s. 620.1704 applies.
2722     (7)  Subject to s. 620.1110(2)(d), the limited partnership
2723may impose reasonable restrictions on the use of information
2724obtained under this section. In a dispute concerning the
2725reasonableness of a restriction under this subsection, the
2726limited partnership has the burden of proving reasonableness.
2727     (8)  A limited partnership may charge a person that makes a
2728demand under this section reasonable costs of copying, limited
2729to the costs of labor and material.
2730     (9)  Whenever this act or a partnership agreement provides
2731for a limited partner to give or withhold consent to a matter,
2732before the consent is given or withheld, the limited partnership
2733shall, without demand, provide the limited partner with all
2734information material to the limited partner's decision that the
2735limited partnership knows.
2736     (10)  A limited partner or person dissociated as a limited
2737partner may exercise the rights under this section through an
2738attorney or other agent. Any restriction imposed under
2739subsection (7) or by the partnership agreement applies both to
2740the attorney or other agent and to the limited partner or person
2741dissociated as a limited partner.
2742     (11)  The rights stated in this section do not extend to a
2743person as transferee but may be exercised by the legal
2744representative of an individual under legal disability who is a
2745limited partner or person dissociated as a limited partner.
2746     620.1305  Limited duties of limited partners.--
2747     (1)  A limited partner does not have any fiduciary duty to
2748the limited partnership or to any other partner solely by reason
2749of being a limited partner. To the extent a limited partner is
2750vested with or delegated management powers or duties under the
2751partnership agreement, the only fiduciary duties that such
2752limited partner has to the limited partnership and the other
2753partners with respect to the exercise of such powers or duties
2754are those duties described in s. 620.1408, subject to the same
2755standards and limitations that would apply to a general partner
2756under that section with respect to the exercise of such powers
2757or duties.
2758     (2)  A limited partner shall discharge the duties to the
2759limited partnership and the other partners under this act or
2760under the partnership agreement and exercise any rights
2761consistently with the obligation of good faith and fair dealing.
2762     (3)  A limited partner does not violate a duty or
2763obligation under this act or under the partnership agreement
2764merely because the limited partner's conduct furthers the
2765limited partner's own interest.
2766     620.1306  Person erroneously believing self to be limited
2767partner.--
2768     (1)  Except as otherwise provided in subsection (2), a
2769person that makes an investment in a business enterprise and
2770erroneously but in good faith believes that the person has
2771become a limited partner in the enterprise is not liable for the
2772enterprise's obligations by reason of making the investment,
2773receiving distributions from the enterprise, or exercising any
2774rights of or appropriate to a limited partner, if, on
2775ascertaining the mistake, the person:
2776     (a)  Causes an appropriate certificate of limited
2777partnership, amendment, or statement of correction to be signed
2778and delivered to the Department of State for filing; or
2779     (b)  Withdraws from future participation as an owner in the
2780enterprise by signing and delivering to the Department of State
2781for filing a statement of withdrawal under this section.
2782     (2)  A person that makes an investment described in
2783subsection (1) is liable to the same extent as a general partner
2784to any third party that enters into a transaction with the
2785enterprise, believing in good faith that the person is a general
2786partner, before the Department of State files a statement of
2787withdrawal, certificate of limited partnership, amendment, or
2788statement of correction to show that the person is not a general
2789partner.
2790     (3)  If a person makes a diligent effort in good faith to
2791comply with paragraph (1)(a) and is unable to cause the
2792appropriate certificate of limited partnership, amendment, or
2793statement of correction to be signed and delivered to the
2794Department of State for filing, the person has the right to
2795withdraw from the enterprise pursuant to paragraph (1)(b) even
2796if the withdrawal would otherwise breach an agreement with
2797others that are or have agreed to become coowners of the
2798enterprise.
2799     620.1401  Becoming general partner.--A person becomes a
2800general partner:
2801     (1)  As provided in the partnership agreement;
2802     (2)  Under s. 620.1801(1)(c) following the dissociation of
2803a limited partnership's last general partner;
2804     (3)  As the result of a conversion or merger involving the
2805limited partnership under this act as provided for in the plan
2806of conversion or merger; or
2807     (4)  With the consent of all the partners.
2808     620.1402  General partner agent of limited partnership.--
2809     (1)  Each general partner is an agent of the limited
2810partnership for the purposes of its activities. An act of a
2811general partner, including the signing of a record in the
2812partnership's name, for apparently carrying on in the ordinary
2813course the limited partnership's activities or activities of the
2814kind carried on by the limited partnership binds the limited
2815partnership, unless the general partner did not have authority
2816to act for the limited partnership in the particular matter and
2817the person with which the general partner was dealing knew, had
2818received a notification, or had notice under s. 620.1103(4) that
2819the general partner lacked authority.
2820     (2)  An act of a general partner which is not apparently
2821for carrying on in the ordinary course the limited partnership's
2822activities or activities of the kind carried on by the limited
2823partnership binds the limited partnership only if the act was
2824approved by the other partners as provided in s. 620.1406.
2825     620.1403  Limited partnership liable for general partner's
2826actionable conduct.--
2827     (1)  A limited partnership is liable for loss or injury
2828caused to a person, or for a penalty incurred, as a result of a
2829wrongful act or omission, or other actionable conduct, of a
2830general partner acting in the ordinary course of activities of
2831the limited partnership or with authority of the limited
2832partnership.
2833     (2)  If, in the course of the limited partnership's
2834activities or while acting with authority of the limited
2835partnership, a general partner receives or causes the limited
2836partnership to receive money or property of a person not a
2837partner, and the money or property is misapplied by a general
2838partner, the limited partnership is liable for the loss.
2839     620.1404  General partner's liability.--
2840     (1)  Except as otherwise provided in subsections (2) and
2841(3), all general partners are liable jointly and severally for
2842all obligations of the limited partnership unless otherwise
2843agreed by the claimant or provided by law.
2844     (2)  A person that becomes a general partner of an existing
2845limited partnership is not personally liable for an obligation
2846of a limited partnership incurred before the person became a
2847general partner.
2848     (3)  An obligation of a limited partnership incurred while
2849the limited partnership is a limited liability limited
2850partnership, whether arising in contract, tort, or otherwise, is
2851solely the obligation of the limited partnership. A general
2852partner is not personally liable, directly or indirectly, by way
2853of contribution or otherwise, for such an obligation solely by
2854reason of being or acting as a general partner. This subsection
2855applies despite anything inconsistent in the partnership
2856agreement that existed immediately before the consent required
2857to become a limited liability limited partnership under s.
2858620.1406.
2859     620.1405  Actions by and against partnership and
2860partners.--
2861     (1)  To the extent not inconsistent with s. 620.1404, a
2862general partner may be joined in an action against the limited
2863partnership or named in a separate action.
2864     (2)  A judgment against a limited partnership is not by
2865itself a judgment against a general partner. A judgment against
2866a limited partnership may not be satisfied from a general
2867partner's assets unless there is also a judgment against the
2868general partner.
2869     (3)  A judgment creditor of a general partner may not levy
2870execution against the assets of the general partner to satisfy a
2871judgment based on a claim against the limited partnership,
2872unless the partner is personally liable for the claim under s.
2873620.1404 and:
2874     (a)  A judgment based on the same claim has been obtained
2875against the limited partnership and a writ of execution on the
2876judgment has been returned unsatisfied in whole or in part;
2877     (b)  The limited partnership is a debtor in bankruptcy;
2878     (c)  The general partner has agreed that the creditor need
2879not exhaust limited partnership assets;
2880     (d)  A court grants permission to the judgment creditor to
2881levy execution against the assets of a general partner based on
2882a finding that limited partnership assets subject to execution
2883are clearly insufficient to satisfy the judgment, that
2884exhaustion of limited partnership assets is excessively
2885burdensome, or that the grant of permission is an appropriate
2886exercise of the court's equitable powers; or
2887     (e)  Liability is imposed on the general partner by law or
2888contract independent of the existence of the limited
2889partnership.
2890     620.1406  Management rights of general partner; approval
2891rights of other partners.--
2892     (1)  Each general partner has equal rights in the
2893management and conduct of the limited partnership's activities.
2894Any matter relating to the activities of the limited partnership
2895may be exclusively decided by the general partner or, if there
2896is more than one general partner, by a majority of the general
2897partners, except that the following actions require the approval
2898of all general partners:
2899     (a)  Amending the partnership agreement or the certificate
2900of limited partnership, including any statement changing the
2901status of the limited partnership to a limited liability limited
2902partnership or deleting a statement that the limited partnership
2903is a limited liability limited partnership.
2904     (b)  Admitting a limited partner under s. 620.1301.
2905     (c)  Admitting a general partner under s. 620.1401.
2906     (d)  Compromising a partner's obligation to make
2907contributions under s. 620.1502 or return an improper
2908distribution under s. 620.1508.
2909     (e)  Expelling a limited partner under s. 620.1601.
2910     (f)  Redeeming a transferable interest subject to a
2911charging order under s. 620.1703.
2912     (g)  Dissolving the limited partnership under s. 620.1801.
2913     (h)  Approving a plan of conversion under s. 620.2103 or a
2914plan of merger under s. 620.2107.
2915     (i)  Selling, leasing, exchanging, or otherwise disposing
2916of all, or substantially all, of the limited partnership's
2917property, with or without good will, other than in the usual and
2918regular course of the limited partnership's activities.
2919     (2)  The expulsion of a general partner under s. 620.1603
2920shall require the consent of all of the other general partners.
2921     (3)  In addition to the approval of the general partners
2922required by subsections (1) and (2), the approval of all limited
2923partners shall be required to take any of the actions under
2924subsection (1) or subsection (2) with the exception of a
2925transaction described in paragraph (1)(h) or a transaction
2926described in paragraph (1)(i).
2927     (4)  The approval of a plan of conversion under s. 620.2103
2928or a plan of merger under s. 620.2107 shall require the consent
2929of the limited partners in the manner described therein.
2930     (5)  A transaction described in paragraph (1)(i) shall
2931require approval of limited partners owning a majority of the
2932rights to receive distributions as limited partners at the time
2933the consent is to be effective.
2934     (6)  A limited partnership shall reimburse a general
2935partner for payments made and indemnify a general partner for
2936liabilities incurred by the general partner in the ordinary
2937course of the activities of the partnership or for the
2938preservation of its activities or property if such payments were
2939made or such liabilities were incurred in good faith and either
2940in the furtherance of the limited partnership's purposes or the
2941ordinary scope of its activities.
2942     (7)  A limited partnership shall reimburse a general
2943partner for an advance to the limited partnership beyond the
2944amount of capital the general partner agreed to contribute.
2945     (8)  A payment or advance made by a general partner which
2946gives rise to an obligation of the limited partnership under
2947subsection (6) or subsection (7) constitutes a loan to the
2948limited partnership which accrues interest from the date of the
2949payment or advance.
2950     (9)  A general partner is not entitled to remuneration for
2951services performed for the partnership.
2952     620.1407  Right of general partner and former general
2953partner to information.--
2954     (1)  A general partner, without having any particular
2955purpose for seeking the information, may inspect and copy during
2956regular business hours:
2957     (a)  In the limited partnership's designated office,
2958required information.
2959     (b)  At a reasonable location specified by the limited
2960partnership, any other records maintained by the limited
2961partnership regarding the limited partnership's activities and
2962financial condition.
2963     (2)  Each general partner and the limited partnership shall
2964furnish to a general partner:
2965     (a)  Without demand, any information concerning the limited
2966partnership's activities, reasonably required for the proper
2967exercise of the general partner's rights and duties under the
2968partnership agreement or this act.
2969     (b)  On demand, any other information concerning the
2970limited partnership's activities, except to the extent the
2971demand or the information demanded is unreasonable or otherwise
2972improper under the circumstances.
2973     (3)  Subject to subsection (5), upon 10 days' demand made
2974in a record received by the limited partnership, a person
2975dissociated as a general partner may have access to the
2976information and records described in subsection (1) at the
2977location specified in subsection (1) if:
2978     (a)  The information or record pertains to the period
2979during which the person was a general partner.
2980     (b)  The person seeks the information or record in good
2981faith.
2982     (c)  The person satisfies the requirements imposed on a
2983limited partner by s. 620.1304(2).
2984     (4)  The limited partnership shall respond to a demand made
2985pursuant to subsection (3) in the same manner as provided in s.
2986620.1304(3).
2987     (5)  If a general partner dies, s. 620.1704 applies.
2988     (6)  The limited partnership may impose reasonable
2989restrictions on the use of information under this section. In
2990any dispute concerning the reasonableness of a restriction under
2991this subsection, the limited partnership has the burden of
2992proving reasonableness.
2993     (7)  A limited partnership may charge a person dissociated
2994as a general partner that makes a demand under this section
2995reasonable costs of copying, limited to the costs of labor and
2996material.
2997     (8)  A general partner or person dissociated as a general
2998partner may exercise the rights under this section through an
2999attorney or other agent. Any restriction imposed under
3000subsection (6) or by the partnership agreement applies both to
3001the attorney or other agent and to the general partner or person
3002dissociated as a general partner.
3003     (9)  The rights under this section do not extend to a
3004person as transferee, but the rights under subsection (3) of a
3005person dissociated as a general partner may be exercised by the
3006legal representative of an individual who dissociated as a
3007general partner under s. 620.603(7)(b) or (c).
3008     620.1408  General standards of conduct for general
3009partner.--
3010     (1)  The only fiduciary duties that a general partner has
3011to the limited partnership and the other partners are the duties
3012of loyalty and care under subsections (2) and (3).
3013     (2)  A general partner's duty of loyalty to the limited
3014partnership and the other partners is limited to the following:
3015     (a)  To account to the limited partnership and hold as
3016trustee for it any property, profit, or benefit derived by the
3017general partner in the conduct and winding up of the limited
3018partnership's activities or derived from a use by the general
3019partner of limited partnership property, including the
3020appropriation of a limited partnership opportunity.
3021     (b)  To refrain from dealing with the limited partnership
3022in the conduct or winding up of the limited partnership's
3023activities as or on behalf of a party having an interest adverse
3024to the limited partnership.
3025     (c)  To refrain from competing with the limited partnership
3026in the conduct of the limited partnership's activities.
3027     (3)  A general partner's duty of care to the limited
3028partnership and the other partners in the conduct and winding up
3029of the limited partnership's activities is limited to refraining
3030from engaging in grossly negligent or reckless conduct,
3031intentional misconduct, or a knowing violation of law.
3032     (4)  A general partner shall discharge the duties to the
3033partnership and the other partners under this act or under the
3034partnership agreement and exercise any rights consistently with
3035the obligation of good faith and fair dealing.
3036     (5)  A general partner does not violate a duty or
3037obligation under this act or under the partnership agreement
3038merely because the general partner's conduct furthers the
3039general partner's own interest.
3040     620.1501  Form of contribution.--A contribution of a
3041partner may consist of tangible or intangible property or other
3042benefit to the limited partnership, including money, services
3043performed, promissory notes, other agreements to contribute cash
3044or property, and contracts for services to be performed.
3045     620.1502  Liability for contribution.--
3046     (1)  A partner's obligation to contribute money or other
3047property or other benefit to, or to perform services for, a
3048limited partnership shall be in a record signed by the partner,
3049and such obligation shall not be excused by the partner's death,
3050disability, or other inability to perform personally.
3051     (2)  If a partner does not make a promised nonmonetary
3052contribution, the partner is obligated at the option of the
3053limited partnership to contribute money equal to that portion of
3054the value, as stated in the required information, of the stated
3055contribution which has not been made.
3056     (3)  The obligation of a partner to make a contribution or
3057return money or other property paid or distributed in violation
3058of this act may be compromised only by consent of all partners.
3059A creditor of a limited partnership which extends credit or
3060otherwise acts in reliance on an obligation described in
3061subsection (1), without notice of any compromise under this
3062subsection, may enforce the original obligation.
3063     (4)  A partnership agreement may provide that the interest
3064of any partner who fails to make any contribution that the
3065partner is obligated to make shall be subject to specified
3066penalties for, or specified consequences of, such failure. Such
3067penalty or consequence may take the form of reducing the
3068partner's proportionate interest in the limited partnership,
3069subordinating the partner's partnership interests to that of
3070nondefaulting partners, a forced sale, or the forfeiture of the
3071partner's interest in the limited partnership, the lending by
3072other partners of the amount necessary to meet the partner's
3073commitment, a fixing of the value of the partner's interest in
3074the limited partnership by appraisal or by formula and
3075redemption or sale of such interest at such value, or other
3076penalty or consequence.
3077     620.1503  Sharing of profits, losses, and distributions.--
3078     (1)  Profits and losses of a limited partnership shall be
3079allocated among the partners on the basis of the value, as
3080stated in the required records when the limited partnership
3081makes the allocations, of the contributions the limited
3082partnership has received from each partner.
3083     (2)  Distributions by a limited partnership shall be shared
3084by the partners on the basis of the value, as stated in the
3085required records when the limited partnership decides to make
3086the distribution, of the contributions the limited partnership
3087has received from each partner.
3088     620.1504  Interim distributions.--A partner does not have a
3089right to any distribution before the dissolution and winding up
3090of the limited partnership unless the limited partnership
3091decides to make an interim distribution.
3092     620.1505  No distribution on account of dissociation.--A
3093person does not have a right to receive a distribution on
3094account of dissociation.
3095     620.1506  Distribution in kind.--A partner does not have a
3096right to demand or receive any distribution from a limited
3097partnership in any form other than cash. Subject to s. 620.1813,
3098a limited partnership may distribute an asset in kind to the
3099extent each partner receives a percentage of the asset equal to
3100the partner's share of distributions.
3101     620.1507  Right to distribution.--When a partner or
3102transferee becomes entitled to receive a distribution, the
3103partner or transferee has the status of, and is entitled to all
3104remedies available to, a creditor of the limited partnership
3105with respect to the distribution. However, the limited
3106partnership's obligation to make a distribution is subject to
3107offset for any amount owed to the limited partnership by the
3108partner or dissociated partner on whose account the distribution
3109is made.
3110     620.1508  Limitations on distribution.--
3111     (1)  A limited partnership may not make a distribution in
3112violation of the partnership agreement.
3113     (2)  A limited partnership may not make a distribution if
3114after the distribution:
3115     (a)  The limited partnership would not be able to pay its
3116debts as they become due in the ordinary course of the limited
3117partnership's activities; or
3118     (b)  The limited partnership's total assets would be less
3119than the sum of its total liabilities plus the amount that would
3120be needed, if the limited partnership were to be dissolved,
3121wound up, and terminated at the time of the distribution, to
3122satisfy the preferential rights upon dissolution, winding up,
3123and termination of partners whose preferential rights are
3124superior to those of persons receiving the distribution.
3125     (3)  A limited partnership may base a determination that a
3126distribution is not prohibited under subsection (2) on financial
3127statements prepared on the basis of accounting practices and
3128principles that are reasonable in the circumstances or on a fair
3129valuation or other method that is reasonable in the
3130circumstances.
3131     (4)  Except as otherwise provided in subsection (7), the
3132effect of a distribution under subsection (2) is measured:
3133     (a)  In the case of distribution by purchase, redemption,
3134or other acquisition of a transferable interest in the limited
3135partnership, as of the date money or other property is
3136transferred or debt incurred by the limited partnership.
3137     (b)  In all other cases, as of the date:
3138     1.  The distribution is authorized, if the payment occurs
3139within 120 days after that date; or
3140     2.  The payment is made, if payment occurs more than 120
3141days after the distribution is authorized.
3142     (5)  A limited partnership's indebtedness to a partner
3143incurred by reason of a distribution made in accordance with
3144this section is at parity with the limited partnership's
3145indebtedness to its general, unsecured creditors.
3146     (6)  A limited partnership's indebtedness, including
3147indebtedness issued in connection with or as part of a
3148distribution, is not considered a liability for purposes of
3149subsection (2) if the terms of the indebtedness provide that
3150payment of principal and interest are made only to the extent
3151that a distribution could then be made to partners under this
3152section.
3153     (7)  If indebtedness is issued as a distribution, each
3154payment of principal or interest on the indebtedness is treated
3155as a distribution, the effect of which is measured on the date
3156the payment is made.
3157     620.1509  Liability for improper distributions.--
3158     (1)  A general partner that consents to a distribution made
3159in violation of s. 620.1508 is personally liable to the limited
3160partnership for the amount of the distribution which exceeds the
3161amount that could have been distributed without the violation if
3162it is established that in consenting to the distribution the
3163general partner failed to comply with s. 620.1408.
3164     (2)  A partner or transferee that received a distribution
3165knowing that the distribution to that partner or transferee was
3166made in violation of s. 620.1508 is personally liable to the
3167limited partnership but only to the extent that the distribution
3168received by the partner or transferee exceeded the amount that
3169could have been properly paid under s. 620.1508.
3170     (3)  A general partner against which an action is commenced
3171under subsection (1) may:
3172     (a)  Implead in the action any other person that is liable
3173under subsection (1) and compel contribution from the person.
3174     (b)  Implead in the action any person that received a
3175distribution in violation of subsection (2) and compel
3176contribution from the person in the amount the person received
3177in violation of subsection (2).
3178     (4)  An action under this section is barred if it is not
3179commenced within 2 years after the distribution.
3180     620.1601  Dissociation as limited partner.--
3181     (1)  A person does not have a right to dissociate as a
3182limited partner before the termination of the limited
3183partnership.
3184     (2)  A person is dissociated from a limited partnership as
3185a limited partner upon the occurrence of any of the following
3186events:
3187     (a)  The limited partnership's having notice of the
3188person's express will to withdraw as a limited partner or on a
3189later date specified by the person;
3190     (b)  An event agreed to in the partnership agreement as
3191causing the person's dissociation as a limited partner;
3192     (c)  The person's expulsion as a limited partner pursuant
3193to the partnership agreement;
3194     (d)  The person's expulsion as a limited partner by the
3195unanimous consent of the other partners if:
3196     1.  It is unlawful to carry on the limited partnership's
3197activities with the person as a limited partner;
3198     2.  There has been a transfer of all of the person's
3199transferable interest in the limited partnership, other than a
3200transfer for security purposes, or a court order charging the
3201person's interest, which has not been foreclosed;
3202     3.  The person is a corporation and, within 90 days after
3203the limited partnership notifies the person that the corporation
3204will be expelled as a limited partner because the corporation
3205has filed a certificate of dissolution or the equivalent, the
3206corporation's charter has been revoked, or its right to conduct
3207business has been suspended by the jurisdiction of its
3208incorporation, and there is no revocation of the certificate of
3209dissolution or no reinstatement of its charter or its right to
3210conduct business; or
3211     4.  The person is a limited liability company or
3212partnership that has been dissolved and whose business is being
3213wound up;
3214     (e)  On application by the limited partnership, the
3215person's expulsion as a limited partner by judicial
3216determination because:
3217     1.  The person engaged in wrongful conduct that adversely
3218and materially affected the limited partnership's activities;
3219     2.  The person willfully or persistently committed a
3220material breach of the partnership agreement, any duty the
3221person may have under s. 620.1305(1), or the obligation of good
3222faith and fair dealing under s. 620.1305(2); or
3223     3.  The person engaged in conduct relating to the limited
3224partnership's activities which makes it not reasonably
3225practicable to carry on the activities with the person as
3226limited partner;
3227     (f)  In the case of a person who is an individual, the
3228person's death;
3229     (g)  In the case of a person that is a trust or is acting
3230as a limited partner by virtue of being a trustee of a trust,
3231distribution of the trust's entire transferable interest in the
3232limited partnership, but not merely by reason of the
3233substitution of a successor trustee;
3234     (h)  In the case of a person that is an estate or is acting
3235as a limited partner by virtue of being a personal
3236representative of an estate, distribution of the estate's entire
3237transferable interest in the limited partnership, but not merely
3238by reason of the substitution of a successor personal
3239representative;
3240     (i)  Termination of a limited partner that is not an
3241individual, partnership, limited liability company, corporation,
3242trust, or estate; or
3243     (j)  The limited partnership's participation in a
3244conversion or merger under this act, if the limited partnership:
3245     1.  Is not the converted or surviving entity; or
3246     2.  Is the converted or surviving entity but, as a result
3247of the conversion or merger, the person ceases to be a limited
3248partner.
3249     620.1602  Effect of dissociation as limited partner.--
3250     (1)  Upon a person's dissociation as a limited partner:
3251     (a)  Subject to s. 620.1704, the person does not have
3252further rights as a limited partner.
3253     (b)  The person's obligation of good faith and fair dealing
3254as a limited partner under s. 620.1305(2) continues only as to
3255matters arising and events occurring before the dissociation and
3256such person's duties, if any, under s. 620.1305(1) terminate or
3257continue in the same manner as provided in s. 620.1605(1)(b) and
3258(c).
3259     (c)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3260transferable interest owned by the person in the person's
3261capacity as a limited partner immediately before dissociation is
3262owned by the person as a mere transferee.
3263     (2)  A person's dissociation as a limited partner does not
3264of itself discharge the person from any obligation to the
3265limited partnership or the other partners which the person
3266incurred while a limited partner.
3267     620.1603  Dissociation as general partner.--A person is
3268dissociated from a limited partnership as a general partner upon
3269the occurrence of any of the following events:
3270     (1)  The limited partnership's having notice of the
3271person's express will to withdraw as a general partner or on a
3272later date specified by the person;
3273     (2)  An event agreed to in the partnership agreement as
3274causing the person's dissociation as a general partner;
3275     (3)  The person's expulsion as a general partner pursuant
3276to the partnership agreement;
3277     (4)  The person's expulsion as a general partner by the
3278unanimous consent of the other partners if:
3279     (a)  It is unlawful to carry on the limited partnership's
3280activities with the person as a general partner;
3281     (b)  There has been a transfer of all or substantially all
3282of the person's transferable interest in the limited
3283partnership, other than a transfer for security purposes, or a
3284court order charging the person's interest, which has not been
3285foreclosed;
3286     (c)  The person is a corporation and, within 90 days after
3287the limited partnership notifies the person that the corporation
3288will be expelled as a general partner because the corporation
3289has filed a certificate of dissolution or the equivalent, the
3290corporation's charter has been revoked, or its right to conduct
3291business has been suspended by the jurisdiction of its
3292incorporation, and there is no revocation of the certificate of
3293dissolution or no reinstatement of its charter or its right to
3294conduct business; or
3295     (d)  The person is a limited liability company or
3296partnership that has been dissolved and whose business is being
3297wound up;
3298     (5)  On application by the limited partnership, the
3299person's expulsion as a general partner by judicial
3300determination because:
3301     (a)  The person engaged in wrongful conduct that adversely
3302and materially affected the limited partnership activities;
3303     (b)  The person willfully or persistently committed a
3304material breach of the partnership agreement or of a duty owed
3305to the partnership or the other partners under s. 620.1408; or
3306     (c)  The person engaged in conduct relating to the limited
3307partnership's activities which makes it not reasonably
3308practicable to carry on the activities of the limited
3309partnership with the person as a general partner;
3310     (6)  The person's:
3311     (a)  Becoming a debtor in bankruptcy;
3312     (b)  Execution of an assignment for the benefit of
3313creditors;
3314     (c)  Seeking, consenting to, or acquiescing in the
3315appointment of a trustee, receiver, or liquidator of the person
3316or of all or substantially all of the person's property; or
3317     (d)  Failure, within 90 days after the appointment, to have
3318vacated or stayed the appointment of a trustee, receiver, or
3319liquidator of the general partner or of all or substantially all
3320of the person's property obtained without the person's consent
3321or acquiescence, or failing within 90 days after the expiration
3322of a stay to have the appointment vacated;
3323     (7)  In the case of a person who is an individual:
3324     (a)  The person's death;
3325     (b)  The appointment of a guardian or general conservator
3326for the person; or
3327     (c)  A judicial determination that the person has otherwise
3328become incapable of performing the person's duties as a general
3329partner under the partnership agreement;
3330     (8)  In the case of a person that is a trust or is acting
3331as a general partner by virtue of being a trustee of a trust,
3332distribution of the trust's entire transferable interest in the
3333limited partnership, but not merely by reason of the
3334substitution of a successor trustee;
3335     (9)  In the case of a person that is an estate or is acting
3336as a general partner by virtue of being a personal
3337representative of an estate, distribution of the estate's entire
3338transferable interest in the limited partnership, but not merely
3339by reason of the substitution of a successor personal
3340representative;
3341     (10)  Termination of a general partner that is not an
3342individual, partnership, limited liability company, corporation,
3343trust, or estate; or
3344     (11)  The limited partnership's participation in a
3345conversion or merger under this act, if the limited partnership:
3346     (a)  Is not the converted or surviving entity; or
3347     (b)  Is the converted or surviving entity but, as a result
3348of the conversion or merger, the person ceases to be a general
3349partner.
3350     620.1604  Person's power to dissociate as general partner;
3351wrongful dissociation.--
3352     (1)  A person has the power to dissociate as a general
3353partner at any time, rightfully or wrongfully, by express will
3354pursuant to s. 620.1603(1).
3355     (2)  A person's dissociation as a general partner is
3356wrongful only if:
3357     (a)  It is in breach of an express provision of the
3358partnership agreement; or
3359     (b)  It occurs before the termination of the limited
3360partnership, and:
3361     1.  The person withdraws as a general partner by express
3362will;
3363     2.  The person is expelled as a general partner by judicial
3364determination under s. 620.1603(5);
3365     3.  The person is dissociated as a general partner by
3366becoming a debtor in bankruptcy; or
3367     4.  In the case of a person that is not an individual,
3368trust other than a business trust, or estate, the person is
3369expelled or otherwise dissociated as a general partner because
3370it willfully dissolved or terminated.
3371     (3)  A person that wrongfully dissociates as a general
3372partner is liable to the limited partnership and, subject to s.
3373620.2001, to the other partners for damages caused by the
3374dissociation. The liability is in addition to any other
3375obligation of the general partner to the limited partnership or
3376to the other partners.
3377     620.1605  Effect of dissociation as general partner.--
3378     (1)  Upon a person's dissociation as a general partner:
3379     (a)  The person's right to participate as a general partner
3380in the management and conduct of the partnership's activities
3381terminates.
3382     (b)  The person's duty of loyalty as a general partner
3383under s. 620.1408(2)(c) terminates.
3384     (c)  The person's duty of loyalty as a general partner
3385under s. 620.1408(2)(a) and (b) and duty of care under s.
3386620.1408(3) continue only with regard to matters arising and
3387events occurring before the person's dissociation as a general
3388partner.
3389     (2)  The person may sign and deliver to the Department of
3390State for filing a statement of dissociation pertaining to the
3391person and, at the request of the limited partnership, shall
3392sign an amendment to the certificate of limited partnership
3393which states that the person has dissociated.
3394     (3)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3395transferable interest owned by the person immediately before
3396dissociation in the person's capacity as a general partner is
3397owned by the person as a mere transferee.
3398     (4)  A person's dissociation as a general partner does not
3399of itself discharge the person from any obligation to the
3400limited partnership or the other partners which the person
3401incurred while a general partner.
3402     620.1606  Power to bind and liability to limited
3403partnership before dissolution of partnership of person
3404dissociated as general partner.--
3405     (1)  After a person is dissociated as a general partner and
3406before the limited partnership is dissolved, converted under s.
3407620.2102, or merged out of existence under s. 620.2106, the
3408limited partnership is bound by an act of the person only if:
3409     (a)  The act would have bound the limited partnership under
3410s. 620.1402 before the dissociation.
3411     (b)  At the time the other party enters into the
3412transaction:
3413     1.  Less than 2 years have passed since the dissociation.
3414     2.  The other party does not have notice of the
3415dissociation and reasonably believes that the person is a
3416general partner.
3417     (2)  If a limited partnership is bound under subsection
3418(1), the person dissociated as a general partner which caused
3419the limited partnership to be bound is liable:
3420     (a)  To the limited partnership for any damage caused to
3421the limited partnership arising from the obligation incurred
3422under subsection (1).
3423     (b)  If a general partner or another person dissociated as
3424a general partner is liable for the obligation, to the general
3425partner or other person for any damage caused to the general
3426partner or other person arising from the liability.
3427     620.1607  Liability to other persons of person dissociated
3428as general partner.--
3429     (1)  A person's dissociation as a general partner does not
3430of itself discharge the person's liability as a general partner
3431for an obligation of the limited partnership incurred before
3432dissociation. Except as otherwise provided in subsections (2)
3433and (3), the person is not liable for a limited partnership's
3434obligation incurred after dissociation.
3435     (2)  A person whose dissociation as a general partner
3436resulted in a dissolution and winding up of the limited
3437partnership's activities is liable to the same extent as a
3438general partner under s. 620.1404 on an obligation incurred by
3439the limited partnership under s. 620.1804.
3440     (3)  A person that has dissociated as a general partner but
3441whose dissociation did not result in a dissolution and winding
3442up of the limited partnership's activities is liable on a
3443transaction entered into by the limited partnership after the
3444dissociation only if:
3445     (a)  A general partner would be liable on the transaction.
3446     (b)  At the time the other party enters into the
3447transaction:
3448     1.  Less than 2 years have passed since the dissociation.
3449     2.  The other party does not have notice of the
3450dissociation and reasonably believes that the person is a
3451general partner.
3452     (4)  By agreement with a creditor of a limited partnership
3453and the limited partnership, a person dissociated as a general
3454partner may be released from liability for an obligation of the
3455limited partnership.
3456     (5)  A person dissociated as a general partner is released
3457from liability for an obligation of the limited partnership if
3458the limited partnership's creditor, with notice of the person's
3459dissociation as a general partner but without the person's
3460consent, agrees to a material alteration in the nature or time
3461of payment of the obligation.
3462     620.1701  Partner's transferable interest; certificates.--
3463     (1)  The only interest of a partner which is transferable
3464is the partner's transferable interest. A transferable interest
3465is personal property.
3466     (2)  The partnership agreement may provide that a partner's
3467interest in a limited partnership may be evidenced by a
3468certificate issued by the limited partnership and may also
3469provide for the assignment or transfer of any interest in the
3470limited partnership represented by such a certificate and make
3471other provisions with respect to such certificates.
3472     620.1702  Transfer of partner's transferable interest.--
3473     (1)  A transfer, in whole or in part, of a partner's
3474transferable interest:
3475     (a)  Is permissible.
3476     (b)  Does not by itself cause the partner's dissociation or
3477a dissolution and winding up of the limited partnership's
3478activities.
3479     (c)  Does not, as against the other partners or the limited
3480partnership, entitle the transferee to participate in the
3481management or conduct of the limited partnership's activities,
3482to require access to any information to which a limited partner
3483would otherwise have access under s. 620.1304, except as
3484otherwise provided in subsection (3), or to inspect or copy the
3485required information or the limited partnership's other records.
3486     (2)  A transferee has a right to receive, in accordance
3487with the transfer:
3488     (a)  Distributions to which the transferor would otherwise
3489be entitled.
3490     (b)  Upon the dissolution and winding up of the limited
3491partnership's activities the net amount otherwise distributable
3492to the transferor.
3493     (3)  In a dissolution and winding up, a transferee is
3494entitled to an account of the limited partnership's transactions
3495only from the date of dissolution.
3496     (4)  Upon transfer, the transferor retains the rights of a
3497partner other than the interest in distributions transferred and
3498retains all duties and obligations of a partner.
3499     (5)  A limited partnership need not give effect to a
3500transferee's rights under this section until the limited
3501partnership has notice of the transfer.
3502     (6)  A transfer of a partner's transferable interest in the
3503limited partnership in violation of a restriction on transfer
3504contained in the partnership agreement is ineffective as to a
3505person having notice of the restriction at the time of transfer.
3506     (7)  A transferee that becomes a partner with respect to a
3507transferable interest is liable for the transferor's obligations
3508under ss. 620.1502 and 620.1509. However, the transferee is not
3509obligated for liabilities unknown to the transferee at the time
3510the transferee became a partner.
3511     620.1703  Rights of creditor of partner or transferee.--
3512     (1)  On application to a court of competent jurisdiction by
3513any judgment creditor of a partner or transferee, the court may
3514charge the partnership interest of the partner or transferable
3515interest of a transferee with payment of the unsatisfied amount
3516of the judgment with interest. To the extent so charged, the
3517judgment creditor has only the rights of a transferee of the
3518partnership interest.
3519     (2)  This act shall not deprive any partner or transferee
3520of the benefit of an exemption law applicable to the partner's
3521partnership or transferee's transferable interest.
3522     (3)  This section provides the exclusive remedy which a
3523judgment creditor of a partner or transferee may use to satisfy
3524a judgment out of the judgment debtor's interest in the limited
3525partnership or transferable interest. Other remedies, including
3526foreclosure on the partner's interest in the limited partnership
3527or a transferee's transferable interest and a court order for
3528directions, accounts, and inquiries that the debtor general or
3529limited partner might have made, are not available to the
3530judgment creditor attempting to satisfy the judgment out of the
3531judgment debtor's interest in the limited partnership and may
3532not be ordered by a court.
3533     620.1704  Power of estate of deceased partner.--If a
3534partner dies, the deceased partner's personal representative or
3535other legal representative may exercise the rights of a
3536transferee as provided in s. 620.1702 and, for the purposes of
3537settling the estate, may exercise the rights of a current
3538limited partner under s. 620.1304.
3539     620.1801  Nonjudicial dissolution.--
3540     (1)  Except as otherwise provided in s. 620.1802, a limited
3541partnership is dissolved, and its activities must be wound up,
3542only upon the occurrence of any of the following:
3543     (a)  The happening of an event specified in the partnership
3544agreement;
3545     (b)  The consent of all general partners and of all limited
3546partners;
3547     (c)  After the dissociation of a person as a general
3548partner:
3549     1.  If the limited partnership has at least one remaining
3550general partner, the consent to dissolve the limited partnership
3551by all partners at the time the consent is to be effective; or
3552     2.  If the limited partnership does not have a remaining
3553general partner, the passage of 90 days after the dissociation,
3554unless before the end of the period:
3555     a.  Consent to continue the activities of the limited
3556partnership and admit at least one general partner is given by
3557all partners at the time the consent is to be effective;
3558     b.  At least one person is admitted as a general partner in
3559accordance with the consent;
3560     (d)  The passage of 90 days after the dissociation of the
3561limited partnership's last limited partner, unless before the
3562end of the period the limited partnership admits at least one
3563limited partner; or
3564     (e)  The signing and filing of a declaration of dissolution
3565by the Department of State under s. 620.1809(3).
3566     (2)  Upon the occurrence of an event specified in
3567paragraphs (1)(a)-(d), the limited partnership shall file a
3568certificate of dissolution as provided in s. 620.1203.
3569     620.1802  Judicial dissolution.--On application by a
3570partner, the circuit court may order dissolution of a limited
3571partnership if it is not reasonably practicable to carry on the
3572activities of the limited partnership in conformity with the
3573partnership agreement.
3574     620.1803  Winding up.--
3575     (1)  A limited partnership continues after dissolution only
3576for the purpose of winding up its activities.
3577     (2)  In winding up its activities, the limited partnership:
3578     (a)  May preserve the limited partnership business or
3579property as a going concern for a reasonable time, prosecute and
3580defend actions and proceedings, whether civil, criminal, or
3581administrative, transfer the limited partnership's property,
3582settle disputes by mediation or arbitration, and perform other
3583necessary acts.
3584     (b)  Shall discharge, make provision for, or otherwise
3585address the limited partnership's liabilities, settle and close
3586the limited partnership's activities, and marshal and distribute
3587the assets of the partnership.
3588     (c)  May file a statement of termination as provided in s.
3589620.1203.
3590     (3)  If a dissolved limited partnership does not have a
3591general partner, a person to wind up the dissolved limited
3592partnership's activities may be appointed by the consent of
3593limited partners owning a majority of the rights to receive
3594distributions as limited partners at the time the consent is to
3595be effective. A person appointed under this subsection:
3596     (a)  Has the powers of a general partner under s. 620.1804.
3597     (b)  Shall promptly amend the certificate of limited
3598partnership to state:
3599     1.  That the limited partnership does not have a general
3600partner.
3601     2.  The name of the person that has been appointed to wind
3602up the limited partnership.
3603     3.  The street and mailing address of the person.
3604     (4)  On the application of any partner, the circuit court
3605may order judicial supervision of the winding up, including the
3606appointment of a person to wind up the dissolved limited
3607partnership's activities, if:
3608     (a)  A limited partnership does not have a general partner
3609and within a reasonable time following the dissolution no person
3610has been appointed pursuant to subsection (3); or
3611     (b)  The applicant establishes other good cause.
3612     620.1804  Power of general partner and person dissociated
3613as general partner to bind partnership after dissolution.--
3614     (1)  A limited partnership is bound by a general partner's
3615act after dissolution which:
3616     (a)  Is appropriate for winding up the limited
3617partnership's activities; or
3618     (b)  Would have bound the limited partnership under s.
3619620.1402 before dissolution, if, at the time the other party
3620enters into the transaction, the other party does not have
3621notice of the dissolution.
3622     (2)  A person dissociated as a general partner binds a
3623limited partnership through an act occurring after dissolution
3624if:
3625     (a)  At the time the other party enters into the
3626transaction:
3627     1.  Less than 2 years have passed since the dissociation.
3628     2.  The other party does not have notice of the
3629dissociation and reasonably believes that the person is a
3630general partner.
3631     (b)  The act:
3632     1.  Is appropriate for winding up the limited partnership's
3633activities; or
3634     2.  Would have bound the limited partnership under s.
3635620.1402 before dissolution and at the time the other party
3636enters into the transaction the other party does not have notice
3637of the dissolution.
3638     620.1805  Liability after dissolution of general partner
3639and person dissociated as general partner to limited
3640partnership, other general partners, and persons dissociated as
3641general partner.--
3642     (1)  If a general partner having knowledge of the
3643dissolution causes a limited partnership to incur an obligation
3644under s. 620.1804(1) by an act that is not appropriate for
3645winding up the partnership's activities, the general partner is
3646liable:
3647     (a)  To the limited partnership for any damage caused to
3648the limited partnership arising from the obligation.
3649     (b)  If another general partner or a person dissociated as
3650a general partner is liable for the obligation, to that other
3651general partner or person for any damage caused to that other
3652general partner or person arising from the liability.
3653     (2)  If a person dissociated as a general partner causes a
3654limited partnership to incur an obligation under s. 620.1804(2),
3655the person is liable:
3656     (a)  To the limited partnership for any damage caused to
3657the limited partnership arising from the obligation.
3658     (b)  If a general partner or another person dissociated as
3659a general partner is liable for the obligation, to the general
3660partner or other person for any damage caused to the general
3661partner or other person arising from the liability.
3662     620.1806  Known claims against dissolved limited
3663partnership.--
3664     (1)  A dissolved limited partnership or successor entity,
3665as defined in subsection (14), may dispose of the known claims
3666against it by following the procedure described in subsections
3667(2), (3), and (4).
3668     (2)  A dissolved limited partnership or successor entity
3669shall deliver to each of its known claimants written notice of
3670the dissolution at any time after its effective date. The
3671written notice shall:
3672     (a)  Provide a reasonable description of the claim that the
3673claimant may be entitled to assert.
3674     (b)  State whether the claim is admitted or not admitted,
3675in whole or in part, and, if admitted:
3676     1.  The amount that is admitted, which may be as of a given
3677date.
3678     2.  Any interest obligation if fixed by an instrument of
3679indebtedness.
3680     (c)  Provide a mailing address to which a claim may be
3681sent.
3682     (d)  State the deadline, which may not be fewer than 120
3683days after the effective date of the written notice, by which
3684confirmation of the claim must be delivered to the dissolved
3685limited partnership or successor entity.
3686     (e)  State that the dissolved limited partnership or
3687successor entity may make distributions thereafter to other
3688claimants and to the partners or transferees of the limited
3689partnership or persons interested as having been such without
3690further notice.
3691     (f)  Unless the limited partnership has been throughout its
3692existence a limited liability limited partnership, state that
3693the barring of a claim against the limited partnership will also
3694bar any corresponding claim against any general partner or
3695person dissociated as a general partner which is based on s.
3696620.1404.
3697     (3)  A dissolved limited partnership or successor entity
3698may reject, in whole or in part, any claim made by a claimant
3699pursuant to this subsection by mailing notice of such rejection
3700to the claimant within 90 days after receipt of such claim and,
3701in all events, at least 150 days before expiration of 3 years
3702following the effective date of dissolution. A notice sent by
3703the dissolved limited partnership or successor entity pursuant
3704to this subsection shall be accompanied by a copy of this
3705section.
3706     (4)  A dissolved limited partnership or successor entity
3707electing to follow the procedures described in subsections (2)
3708and (3) shall also give notice of the dissolution of the limited
3709partnership to persons with known claims, that are contingent
3710upon the occurrence or nonoccurrence of future events or
3711otherwise conditional or unmatured, and request that such
3712persons present such claims in accordance with the terms of such
3713notice. Such notice shall be in substantially the form, and sent
3714in the same manner, as described in subsection (2).
3715     (5)  A dissolved limited partnership or successor entity
3716shall offer any claimant whose known claim is contingent,
3717conditional, or unmatured such security as the limited
3718partnership or such entity determines is sufficient to provide
3719compensation to the claimant if the claim matures. The dissolved
3720limited partnership or successor entity shall deliver such offer
3721to the claimant within 90 days after receipt of such claim and,
3722in all events, at least 150 days before expiration of 3 years
3723following the effective date of dissolution. If the claimant
3724offered such security does not deliver in writing to the
3725dissolved limited partnership or successor entity a notice
3726rejecting the offer within 120 days after receipt of such offer
3727for security, the claimant is deemed to have accepted such
3728security as the sole source from which to satisfy his or her
3729claim against the limited partnership.
3730     (6)  A dissolved limited partnership or successor entity
3731which has given notice in accordance with subsections (2) and
3732(4), and is seeking the protection offered by subsections (9)
3733and (12), shall petition the circuit court in the county in
3734which the limited partnership's principal office is located or
3735was located at the effective date of dissolution to determine
3736the amount and form of security that will be sufficient to
3737provide compensation to any claimant who has rejected the offer
3738for security made pursuant to subsection (5).
3739     (7)  A dissolved limited partnership or successor entity
3740which has given notice in accordance with subsection (2), and is
3741seeking the protection offered by subsections (9) and (12),
3742shall petition the circuit court in the county in which the
3743limited partnership's principal office is located or was located
3744at the effective date of dissolution to determine the amount and
3745form of security which will be sufficient to provide
3746compensation to claimants whose claims are known to the limited
3747partnership or successor entity but whose identities are
3748unknown. The court shall appoint a guardian ad litem to
3749represent all claimants whose identities are unknown in any
3750proceeding brought under this subsection. The reasonable fees
3751and expenses of such guardian, including all reasonable expert
3752witness fees, shall be paid by the petitioner in such
3753proceeding.
3754     (8)  The giving of any notice or making of any offer
3755pursuant to the provisions of this section shall not revive any
3756claim then barred or constitute acknowledgment by the dissolved
3757limited partnership or successor entity that any person to whom
3758such notice is sent is a proper claimant and shall not operate
3759as a waiver of any defense or counterclaim in respect of any
3760claim asserted by any person to whom such notice is sent.
3761     (9)  A dissolved limited partnership or successor entity
3762which has followed the procedures described in subsections (2)-
3763(7):
3764     (a)  Shall pay the claims admitted or made and not rejected
3765in accordance with subsection (3).
3766     (b)  Shall post the security offered and not rejected
3767pursuant to subsection (5).
3768     (c)  Shall post any security ordered by the circuit court
3769in any proceeding under subsections (6) and (7).
3770     (d)  Shall pay or make provision for all other known
3771obligations of the limited partnership or such successor entity.
3772
3773If there are sufficient funds, such claims or obligations shall
3774be paid in full, and any such provision for payments shall be
3775made in full. If there are insufficient funds, such claims and
3776obligations shall be paid or provided for according to their
3777priority and, among claims of equal priority, ratably to the
3778extent of funds legally available therefor. Any remaining funds
3779shall be distributed to the partners and transferees of the
3780dissolved limited partnership; however, such distribution may
3781not be made before the expiration of 150 days after the date of
3782the last notice of any rejection given pursuant to subsection
3783(3). In the absence of actual fraud, the judgment of the general
3784partners of the dissolved limited partnership, or other person
3785or persons winding up the limited partnership under s. 620.1803,
3786or the governing persons of such successor entity, as to the
3787provisions made for the payment of all obligations under
3788paragraph (9)(d), is conclusive.
3789     (10)  A dissolved limited partnership or successor entity
3790which has not followed the procedures described in subsections
3791(2) and (3) shall pay or make reasonable provision to pay all
3792known claims and obligations, including all contingent,
3793conditional, or unmatured claims known to the dissolved limited
3794partnership or such successor entity and all claims which are
3795known to the dissolved limited partnership or such successor
3796entity but for which the identity of the claimant is unknown.  
3797If there are sufficient funds, such claims shall be paid in
3798full, and any such provision made for payment shall be made in
3799full.  If there are insufficient funds, such claims and
3800obligations shall be paid or provided for according to their
3801priority and, among claims of equal priority, ratably to the
3802extent of funds legally available therefor. Any remaining funds
3803shall be distributed to the partners and transferees of the
3804dissolved limited partnership.
3805     (11)  Except for any general partner otherwise liable under
3806s. 620.1404, s. 620.1405, or s. 620.1607, a partner or
3807transferee of a dissolved limited partnership the assets of
3808which were distributed pursuant to subsection (9) or subsection
3809(10) is not liable for any claim against the limited partnership
3810in an amount in excess of such partner's or transferee's pro
3811rata share of the claim or the amount distributed to the partner
3812or transferee, whichever is less.
3813     (l2)  A partner, whether or not a general partner, or
3814transferee of a dissolved limited partnership, the assets of
3815which were distributed pursuant to subsection (9), is not liable
3816for any claim against the limited partnership which claim is
3817known to the limited partnership or successor entity and on
3818which a proceeding is not begun prior to the expiration of 3
3819years following the effective date of dissolution.
3820     (13)  Except for any general partner otherwise liable under
3821s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the
3822relief provided under subsection (12), the aggregate liability
3823of any person for claims against the dissolved limited
3824partnership arising under this section or s. 620.1807 may not
3825exceed the amount distributed to the person in dissolution.
3826     (14)  As used in this section or s. 620.1807, the term
3827"successor entity" includes any trust, receivership, or other
3828legal entity governed by the laws of this state to which the
3829remaining assets and liabilities of a dissolved limited
3830partnership are transferred and which exists solely for the
3831purposes of prosecuting and defending suits by or against the
3832dissolved limited partnership, enabling the dissolved limited
3833partnership to settle and close the business of the dissolved
3834limited partnership, to dispose of and convey the property of
3835the dissolved limited partnership, to discharge the liabilities
3836of the dissolved limited partnership, and to distribute to the
3837dissolved limited partnership's partners any remaining assets,
3838but not for the purpose of continuing the business for which the
3839dissolved limited partnership was organized.
3840     620.1807  Unknown claims against dissolved limited
3841partnership.--
3842     (1)  In addition to filing the certificate of dissolution
3843under s. 620.1801(2), a dissolved limited partnership or
3844successor entity, as defined in s. 620.1806(14), may also file
3845with the Department of State on the form prescribed by the
3846department a request that persons with claims against the
3847limited partnership which are not known to the limited
3848partnership or successor entity present them in accordance with
3849the notice.
3850     (2)  The notice must:
3851     (a)  Describe the information that must be included in a
3852claim and provide a mailing address to which the claim may be
3853sent.
3854     (b)  State that a claim against the limited partnership
3855will be barred unless a proceeding to enforce the claim is
3856commenced within 4 years after the filing of the notice.
3857     (3)  If the dissolved limited partnership or successor
3858entity files the notice in accordance with subsections (1) and
3859(2), the claim of each of the following claimants is barred
3860unless the claimant commences a proceeding to enforce the claim
3861against the dissolved limited partnership within 4 years after
3862the filing date:
3863     (a)  A claimant who did not receive written notice under s.
3864620.1806(9) or whose claim was not provided for under s.
3865620.1806(10), whether such claim is based on an event occurring
3866before or after the effective date of dissolution.
3867     (b)  A claimant whose claim was timely sent to the
3868dissolved limited partnership but not acted on.
3869     (4)  A claim may be enforced under this section:
3870     (a)  Against the dissolved limited partnership, to the
3871extent of its undistributed assets; or
3872     (b)  If the assets have been distributed in liquidation,
3873against a partner or transferee of the dissolved limited
3874partnership to the extent of such partner's or transferee's pro
3875rata share of the claim or the limited partnership assets
3876distributed to such partner or transferee in liquidation,
3877whichever is less, provided the aggregate liability of any
3878person for all claims against the dissolved limited partnership
3879arising under this section or s. 620.1806, or, with respect to a
3880limited partner, otherwise, may not exceed the amount
3881distributed to the person in liquidation; or
3882     (c)  Against any person liable on the claim under s.
3883620.1404.
3884     620.1808  Liability of general partner and person
3885dissociated as general partner when claim against limited
3886partnership barred.--If a claim is barred under s. 620.1806 or
3887s. 620.1807, any corresponding claim under s. 620.1404, s.
3888620.1405, or s. 620.1607 is also barred.
3889     620.1809  Administrative dissolution.--
3890     (1)  The Department of State may dissolve a limited
3891partnership administratively if the limited partnership does
3892not, within 60 days after the due date:
3893     (a)  Pay any fee or penalty due to the Department of State
3894under this act or other law;
3895     (b)  Deliver its annual report to the Department of State;
3896     (c)  Appoint and maintain a registered agent as required by
3897s. 620.1114; or
3898     (d)  Deliver for filing a statement of a change under s.
3899620.1115 within 30 days after a change has occurred in the name
3900of the registered agent or the registered office address.
3901     (2)  If the Department of State determines that a ground
3902exists for administratively dissolving a limited partnership,
3903the Department of State shall file a record of the determination
3904and send a copy to the limited partnership.
3905     (3)  If within 60 days after sending the copy the limited
3906partnership does not correct each ground for dissolution or
3907demonstrate to the reasonable satisfaction of the Department of
3908State that each ground determined by the Department of State
3909does not exist, the Department of State shall administratively
3910dissolve the limited partnership by preparing, signing, and
3911filing a declaration of dissolution that states the grounds for
3912dissolution. The Department of State shall send the limited
3913partnership a copy of the filed declaration.
3914     (4)  A limited partnership administratively dissolved
3915continues its existence but may carry on only activities
3916necessary to wind up its activities and liquidate its assets
3917under ss. 620.1803 and 620.1812 and to notify claimants under
3918ss. 620.1806 and 620.1807.
3919     (5)  The administrative dissolution of a limited
3920partnership does not terminate the authority of its agent for
3921service of process.
3922     (6)  A partner of a limited partnership is not liable for
3923the obligations of the limited partnership solely by reason of
3924the foreign limited partnership's having been administratively
3925dissolved pursuant to this section.
3926     620.1810  Reinstatement following administrative
3927dissolution.--
3928     (1)  A limited partnership that has been administratively
3929dissolved under s. 620.1809 may apply to the Department of State
3930for reinstatement at any time after the effective date of
3931dissolution. The limited partnership must submit a form of
3932reinstatement prescribed and furnished by the Department of
3933State together with all fees then owed by the limited
3934partnership, computed at a rate provided by law at the time the
3935limited partnership applies for reinstatement.
3936     (2)  As an alternative to submitting the form of
3937reinstatement referred to in subsection (1), the limited
3938partnership may submit a current annual report, signed by its
3939registered agent and a general partner, which contains the same
3940information described in subsection (1).
3941     (3)  If the Department of State determines that the
3942application for reinstatement, or current annual report
3943described in subsection (2), contains the information required
3944by subsection (1) and that the information is correct, the
3945Department of State shall reinstate the limited partnership.
3946     (4)  When the reinstatement becomes effective, the
3947reinstatement relates back to and takes effect as of the
3948effective date of the administrative dissolution, and the
3949limited partnership may resume its activities as if the
3950administrative dissolution had never occurred.
3951     620.1811  Appeal from denial of reinstatement.--
3952     (1)  If the Department of State denies a limited
3953partnership's request for reinstatement following administrative
3954dissolution, the Department of State shall prepare, sign, and
3955file a notice that explains the reason or reasons for denial and
3956serve the limited partnership with a copy of the notice.
3957     (2)  Within 30 days after service of the notice of denial,
3958the limited partnership may appeal from the denial of
3959reinstatement by petitioning the circuit court to set aside the
3960dissolution. The petition must be served on the Department of
3961State and contain a copy of the Department of State's
3962declaration of dissolution, the limited partnership's
3963application for reinstatement, and the Department of State's
3964notice of denial.
3965     (3)  The court may summarily order the Department of State
3966to reinstate the dissolved limited partnership or may take other
3967action the court considers appropriate.
3968     620.1812  Revocation of dissolution.--
3969     (1)  A limited partnership that has dissolved as the result
3970of an event described in ss. 620.1801(1)(a)-(d) and filed a
3971certificate of dissolution with the Department of State may
3972revoke its dissolution at any time prior to the expiration of
3973120 days following the effective date of its certificate of
3974dissolution.
3975     (2)  Revocation of dissolution shall be authorized in the
3976same manner as the dissolution was authorized.
3977     (3)  After revocation of dissolution is authorized, the
3978limited partnership shall deliver a certificate of revocation of
3979dissolution to the Department of State for filing, together with
3980a copy of its certificate of dissolution, that sets forth:
3981     (a)  The name of the limited partnership.
3982     (b)  The effective date of the dissolution that was
3983revoked.
3984     (c)  The date that the revocation of dissolution was
3985authorized.
3986     (4)  If there has been substantial compliance with
3987subsection (3), subject to s. 620.1206(3) the revocation of
3988dissolution is effective when the Department of State files the
3989certificate of revocation of dissolution.
3990     (5)  When the revocation of dissolution is effective, the
3991revocation of dissolution relates back to and takes effect as of
3992the effective date of the dissolution, and the limited
3993partnership resumes carrying on its business as if dissolution
3994had never occurred.
3995     620.1813  Disposition of assets; when contributions
3996required.--
3997     (1)  In winding up a limited partnership's activities, the
3998assets of the limited partnership, including the contributions
3999required by this section, must be applied to satisfy the limited
4000partnership's obligations to creditors, including, to the extent
4001permitted by law, partners that are creditors.
4002     (2)  Any surplus remaining after the limited partnership
4003complies with subsection (1) must be paid in cash as a
4004distribution.
4005     (3)  If a limited partnership's assets are insufficient to
4006satisfy all of its obligations under subsection (1), with
4007respect to each unsatisfied obligation incurred when the limited
4008partnership was not a limited liability limited partnership,
4009subject to s. 620.1808 the following rules apply:
4010     (a)  Each person that was a general partner when the
4011obligation was incurred and that has not been released from the
4012obligation under s. 620.1607 shall contribute to the limited
4013partnership for the purpose of enabling the limited partnership
4014to satisfy the obligation. The contribution due from each of
4015those persons is in proportion to the right to receive
4016distributions in the capacity of general partner in effect for
4017each of those persons when the obligation was incurred.
4018     (b)  If a person does not contribute the full amount
4019required under paragraph (a) with respect to an unsatisfied
4020obligation of the limited partnership, the other persons
4021required to contribute by paragraph (a) on account of the
4022obligation shall contribute the additional amount necessary to
4023discharge the obligation. The additional contribution due from
4024each of those other persons is in proportion to the right to
4025receive distributions in the capacity of general partner in
4026effect for each of those other persons when the obligation was
4027incurred.
4028     (c)  If a person does not make the additional contribution
4029required by paragraph (b), further additional contributions are
4030determined and due in the same manner as provided in that
4031paragraph.
4032     (4)  A person that makes an additional contribution under
4033paragraph (3)(b) or paragraph (3)(c) may recover from any person
4034whose failure to contribute under paragraph (3)(a) or paragraph
4035(3)(b) necessitated the additional contribution. A person may
4036not recover under this subsection more than the amount
4037additionally contributed. A person's liability under this
4038subsection may not exceed the amount the person failed to
4039contribute.
4040     (5)  The estate of a deceased individual is liable for the
4041person's obligations under this section.
4042     (6)  An assignee for the benefit of creditors of a limited
4043partnership or a partner, or a person appointed by a court to
4044represent creditors of a limited partnership or a partner, may
4045enforce a person's obligation to contribute under subsection
4046(3).
4047     620.1901  Governing law regarding foreign limited
4048partnerships.--
4049     (1)  The laws of the state or other jurisdiction under
4050which a foreign limited partnership is organized govern
4051relations among the partners of the foreign limited partnership
4052and between the partners and the foreign limited partnership and
4053the liability of partners as partners for an obligation of the
4054foreign limited partnership.
4055     (2)  A foreign limited partnership may not be denied a
4056certificate of authority by reason of any difference between the
4057laws of the jurisdiction under which the foreign limited
4058partnership is organized and the laws of this state.
4059     (3)  A certificate of authority does not authorize a
4060foreign limited partnership to engage in any business or
4061exercise any power that a limited partnership may not engage in
4062or exercise in this state.
4063     620.1902  Application for certificate of authority.--
4064     (1)  A foreign limited partnership shall apply for a
4065certificate of authority to transact business in this state by
4066delivering a signed application to the Department of State for
4067filing. The application must state:
4068     (a)  The name of the foreign limited partnership and, if
4069the name does not comply with s. 620.1108, an alternate name
4070adopted pursuant to s. 620.1905(1).
4071     (b)  The state or other jurisdiction under whose law the
4072foreign limited partnership is organized and the date of its
4073formation.
4074     (c)  The principal office and mailing address of the
4075foreign limited partnership.
4076     (d)  The name, street address in this state, and written
4077acceptance of the foreign limited partnership's initial
4078registered agent in this state.
4079     (e)  The name and principal office and mailing address of
4080each of the foreign limited partnership's general partners. Each
4081general partner that is not an individual must be organized or
4082otherwise registered with the Department of State as required by
4083law, must maintain an active status, and may not be dissolved,
4084revoked, or withdrawn.
4085     (f)  Whether the foreign limited partnership is a foreign
4086limited liability limited partnership.
4087     (2)  A foreign limited partnership shall deliver with the
4088completed application a certificate of existence or a record of
4089similar import signed by the Department of State or other
4090official having custody of the foreign limited partnership's
4091publicly filed records in the state or other jurisdiction under
4092whose law the foreign limited partnership is organized, dated
4093not more than 90 days prior to the delivery of the application
4094to the Secretary of State.
4095     620.1903  Activities not constituting transacting
4096business.--
4097     (1)  Activities of a foreign limited partnership which do
4098not constitute transacting business in this state within the
4099meaning of s. 620.1902 include:
4100     (a)  Maintaining, defending, and settling an action or
4101proceeding.
4102     (b)  Holding meetings of its partners or carrying on any
4103other activity concerning its internal affairs.
4104     (c)  Maintaining accounts in financial institutions.
4105     (d)  Maintaining offices or agencies for the transfer,
4106exchange, and registration of the foreign limited partnership's
4107own securities or maintaining trustees or depositories with
4108respect to those securities.
4109     (e)  Selling through independent contractors.
4110     (f)  Soliciting or obtaining orders, whether by mail or
4111electronic means or through employees, agents, or otherwise, if
4112the orders require acceptance outside this state before they
4113become contracts.
4114     (g)  Creating or acquiring indebtedness, mortgages, or
4115security interests in real or personal property.
4116     (h)  Securing or collecting debts or enforcing mortgages or
4117other security interests in property securing the debts, and
4118holding, protecting, and maintaining property so acquired.
4119     (i)  Conducting an isolated transaction that is completed
4120within 30 days and is not one in the course of similar
4121transactions of a like manner.
4122     (j)  Transacting business in interstate commerce.
4123     (k)  Owning and controlling a subsidiary corporation
4124incorporated in or transacting business within this state or
4125voting the stock of any corporation which it has lawfully
4126acquired.
4127     (l)  Owning a limited partnership interest in a limited
4128partnership that is doing business within this state, unless
4129such limited partner manages or controls the partnership or
4130exercises the powers and duties of a general partner.
4131     (m)  Owning, without more, real or personal property.
4132     (2)  The list of activities in subsection (1) is not
4133exhaustive.
4134     (3)  For purposes of s. 620.1902, the ownership in this
4135state of income-producing real property or tangible personal
4136property, other than property excluded under subsection (1),
4137constitutes transacting business in this state.
4138     (4)  This section does not apply in determining the
4139contacts or activities that may subject a foreign limited
4140partnership to service of process, taxation, or regulation under
4141any other law of this state.
4142     620.1904  Filing of certificate of authority.--Unless the
4143Department of State determines that an application for a
4144certificate of authority does not comply with the filing
4145requirements of this act, the Department of State, upon payment
4146of all filing fees, shall authorize the foreign limited
4147partnership to transact business in this state.
4148     620.1905  Noncomplying name of foreign limited
4149partnership.--
4150     (1)  A foreign limited partnership whose name does not
4151comply with s. 620.1108 may not obtain a certificate of
4152authority until it adopts, for the purpose of transacting
4153business in this state, an alternate name that complies with s.
4154620.1108. A foreign limited partnership that adopts an alternate
4155name under this subsection and then obtains a certificate of
4156authority with the name need not comply with s. 865.09. After
4157obtaining a certificate of authority with an alternate name, a
4158foreign limited partnership shall transact business in this
4159state under the name unless the foreign limited partnership is
4160authorized under s. 865.09 to transact business in this state
4161under another name.
4162     (2)  If a foreign limited partnership authorized to
4163transact business in this state changes its name to one that
4164does not comply with s. 620.1108, it may not thereafter transact
4165business in this state until it complies with subsection (1) and
4166obtains an amended certificate of authority.
4167     620.1906  Revocation of certificate of authority.--
4168     (1)  A certificate of authority of a foreign limited
4169partnership to transact business in this state may be revoked by
4170the Department of State in the manner provided in subsections
4171(2) and (3) if the foreign limited partnership does not:
4172     (a)  Pay, within 60 days after the due date, any fee or
4173penalty due to the Department of State under this act or other
4174law;
4175     (b)  Deliver, within 60 days after the due date, its annual
4176report required under s. 620.1210;
4177     (c)  Appoint and maintain an agent for service of process
4178as required by s. 620.1114(2); or
4179     (d)  Deliver for filing a statement of a change under s.
4180620.1115 within 30 days after a change has occurred in the name
4181or address of the agent.
4182     (2)  In order to revoke a certificate of authority, the
4183Department of State must prepare, sign, and file a notice of
4184revocation and send a copy to the foreign limited partnership.
4185The notice must state:
4186     (a)  The  effective date of the revocation, which must be
4187at least 60 days after the date the Department of State sends
4188the copy.
4189     (b)  The foreign limited partnership's failures to comply
4190with subsection (1) which are the reason for the revocation.
4191     (3)  The authority of the foreign limited partnership to
4192transact business in this state ceases on the effective date of
4193the notice of revocation unless before that date the foreign
4194limited partnership cures each failure to comply with subsection
4195(1) stated in the notice. If the foreign limited partnership
4196cures the failures, the Department of State shall so indicate on
4197the filed notice.
4198     620.1907  Cancellation of certificate of authority; effect
4199of failure to have certificate.--
4200     (1)  In order to cancel its certificate of authority to
4201transact business in this state, a foreign limited partnership
4202must deliver to the Department of State for filing a notice of
4203cancellation. The certificate is canceled when the notice
4204becomes effective under s. 620.1206. The notice of cancellation
4205shall be signed by at least one general partner and set forth
4206the following:
4207     (a)  The name of the foreign limited partnership as it
4208appears on the records of the Department of State.
4209     (b)  The jurisdiction of its formation.
4210     (c)  The date the foreign limited partnership was
4211authorized to transact business in this state.
4212     (d)  A statement that the foreign limited partnership is
4213canceling its certificate of authority in this state.
4214     (2)  A foreign limited partnership transacting business in
4215this state may not maintain an action or proceeding in this
4216state until the foreign limited partnership has a certificate of
4217authority to transact business in this state.
4218     (3)  The failure of a foreign limited partnership to have a
4219certificate of authority to transact business in this state does
4220not impair the validity of a contract or act of the foreign
4221limited partnership or prevent the foreign limited partnership
4222from defending an action or proceeding in this state.
4223     (4)  A partner of a foreign limited partnership is not
4224liable for the obligations of the foreign limited partnership
4225solely by reason of the foreign limited partnership's having
4226transacted business in this state without a certificate of
4227authority.
4228     (5)  If a foreign limited partnership transacts business in
4229this state without a certificate of authority or cancels its
4230certificate of authority, the foreign limited partnership shall
4231appoint the Department of State as its agent for service of
4232process for rights of action arising out of the transaction of
4233business in this state.
4234     620.1908  Action by Attorney General.--The Attorney General
4235may maintain an action to restrain a foreign limited partnership
4236from transacting business in this state in violation of this
4237act.
4238     620.1909  Reinstatement following administrative
4239revocation.--
4240     (1)  A foreign limited partnership whose certificate of
4241authority was administratively revoked under s. 620.1906 may
4242apply to the Department of State for reinstatement at any time
4243after the effective date of revocation of the certificate of
4244authority. The foreign limited partnership must submit a form of
4245reinstatement prescribed and furnished by the Department of
4246State together with all fees then owed by the foreign limited
4247partnership, computed at a rate provided by law at the time the
4248foreign limited partnership applies for reinstatement.
4249     (2)  As an alternative to submitting the form of
4250reinstatement referred to in subsection (1), the foreign limited
4251partnership may submit a current annual report, signed by its
4252registered agent and a general partner, which contains the same
4253information described in subsection (1).
4254     (3)  If the Department of State determines that the
4255application for reinstatement or the current annual report
4256described in subsection (2) contains the information required by
4257subsection (1) and that the information is correct, it shall
4258reinstate the foreign limited partnership's certificate of
4259authority.
4260     (4)  When the reinstatement becomes effective, the
4261reinstatement relates back to and takes effect as of the
4262effective date of the administrative revocation, and the foreign
4263limited partnership may resume its activities as if the
4264administrative revocation had never occurred.
4265     620.1910  Amending certificate of authority.--
4266     (1)  A foreign limited partnership authorized to transact
4267business in this state shall make application to the Department
4268of State to obtain an amended certificate of authority to:
4269     (a)  Change its name on the records of the Department of
4270State;
4271     (b)  Amend its jurisdiction;
4272     (c)  Change its general partners;
4273     (d)  Add or delete its status as a limited liability
4274limited partnership; or
4275     (e)  Amend any false statement contained in its application
4276for certificate of authority.
4277     (2)  Such application shall be made within 30 days after
4278the occurrence of any change mentioned in subsection (1), must
4279be signed by at least one general partner, and shall set forth:
4280     (a)  The name of the foreign limited partnership as it
4281appears on the records of the Department of State.
4282     (b)  The jurisdiction of its formation.
4283     (c)  The date the foreign limited partnership was
4284authorized to transact business in this state.
4285     (d)  If the name of the foreign limited partnership has
4286been changed, the name relinquished and its new name.
4287     (e)  If the amendment changes the jurisdiction of the
4288foreign limited partnership, a statement of such change.
4289     (f)  If the amendment changes the general partners, the
4290name and address of each new general partner. Each general
4291partner that is not an individual must be registered with the
4292Department of State as required by law, must maintain an active
4293status, and must not be dissolved, revoked, or withdrawn.
4294     (g)  If the foreign limited partnership corrects a false
4295statement, the statement it is correcting and a statement
4296containing the corrected information.
4297     (3)  The requirements of s. 620.1902(2) for obtaining an
4298original certificate of authority apply to obtaining an amended
4299certificate under this section.
4300     620.2001  Direct action by partner.--
4301     (1)  Subject to subsection (2), a partner may maintain a
4302direct action against the limited partnership or another partner
4303for legal or equitable relief, with or without an accounting as
4304to the partnership's activities, to enforce the rights and
4305otherwise protect the interests of the partner, including rights
4306and interests under the partnership agreement or this act or
4307arising independently of the partnership relationship.
4308     (2)  A partner commencing a direct action under this
4309section is required to plead and prove an actual or threatened
4310injury that is not solely the result of an injury suffered or
4311threatened to be suffered by the limited partnership.
4312     (3)  The accrual of, and any time limitation on, a right of
4313action for a remedy under this section is governed by other law.
4314A right to an accounting upon a dissolution and winding up does
4315not revive a claim barred by law.
4316     620.2002  Derivative action.--A partner may maintain a
4317derivative action to enforce a right of a limited partnership
4318if:
4319     (1)  The partner first makes a demand on the general
4320partners requesting that they cause the limited partnership to
4321bring an action to enforce the right and the general partners do
4322not bring the action within a reasonable time; or
4323     (2)  A demand would be futile.
4324     620.2003  Proper plaintiff.--A derivative action may be
4325maintained only by a person that is a partner at the time the
4326action is commenced and:
4327     (1)  Was a partner when the conduct giving rise to the
4328action occurred; or
4329     (2)  Whose status as a partner devolved upon the person by
4330operation of law or pursuant to the terms of the partnership
4331agreement from a person that was a partner at the time of the
4332conduct.
4333     620.2004  Pleading.--In a derivative action, the complaint
4334must state with particularity:
4335     (1)  The date and content of plaintiff's demand and the
4336general partners' response to the demand; or
4337     (2)  Why demand should be excused as futile.
4338     620.2005  Proceeds and expenses.--
4339     (1)  Except as otherwise provided in subsection (2):
4340     (a)  Any proceeds or other benefits of a derivative action,
4341whether by judgment, compromise, or settlement, belong to the
4342limited partnership and not to the derivative plaintiff.
4343     (b)  If the derivative plaintiff receives any proceeds, the
4344derivative plaintiff shall immediately remit such proceeds to
4345the limited partnership.
4346     (2)  If a derivative action is successful in whole or in
4347part, the court may award the plaintiff reasonable expenses,
4348including reasonable attorney's fees, from the limited
4349partnership.
4350     620.2101  Definitions.--As used in this section and ss.
4351620.2102-620.2124:
4352     (1)  "Constituent limited partnership" means a constituent
4353organization that is a limited partnership.
4354     (2)  "Constituent organization" means an organization that
4355is party to a merger.
4356     (3)  "Converted organization" means the organization into
4357which a converting organization converts pursuant to ss.
4358620.2102-620.2105.
4359     (4)  "Converting limited partnership" means a converting
4360organization that is a limited partnership.
4361     (5)  "Converting organization" means an organization that
4362converts into another organization pursuant to s. 620.2102.
4363     (6)  "General partner" means a general partner of a limited
4364partnership.
4365     (7)  "Governing law" of an organization means the law that
4366governs the organization's internal affairs.
4367     (8)  "Organization" means a corporation; general
4368partnership, including a limited liability partnership; limited
4369partnership, including a limited liability limited partnership;
4370limited liability company; common law or business trust or
4371association; real estate investment trust; or any other person
4372organized under a governing statute or other applicable law,
4373provided such term does not include an organization that is not
4374organized for profit unless the not-for-profit organization is
4375the converted organization or the surviving organization in a
4376conversion or a merger governed by this act. The term includes
4377domestic and foreign organizations.
4378     (9)  "Organizational documents" means:
4379     (a)  For a domestic or foreign general partnership, its
4380partnership agreement.
4381     (b)  For a limited partnership or foreign limited
4382partnership, its certificate of limited partnership and
4383partnership agreement.
4384     (c)  For a domestic or foreign limited liability company,
4385its articles of organization and operating agreement, or
4386comparable records as provided in its governing law.
4387     (d)  For a business trust, its agreement of trust and
4388declaration of trust.
4389     (e)  For a domestic or foreign corporation for profit, its
4390articles of incorporation, bylaws, and other agreements among
4391its shareholders which are authorized by its governing law, or
4392comparable records as provided in its governing law.
4393     (f)  For any other organization, the basic records that
4394create the organization and determine its internal governance
4395and the relations among the persons that own such organization,
4396have an interest in the organization, or are members of the
4397organization.
4398     (10)  "Personal liability" means personal liability for a
4399debt, liability, or other obligation of an organization which is
4400imposed on a person that coowns, has an interest in, or is a
4401member of the organization:
4402     (a)  By the organization's governing law solely by reason
4403of the person's coowning, having an interest in, or being a
4404member of the organization; or
4405     (b)  By the organization's organizational documents under a
4406provision of the organization's governing law authorizing those
4407documents to make one or more specified persons liable for all
4408or specified debts, liabilities, and other obligations of the
4409organization solely by reason of the person or persons'
4410coowning, having an interest in, or being a member of the
4411organization.
4412     (11)  "Surviving organization" means an organization into
4413which one or more other organizations are merged. A surviving
4414organization may preexist the merger or be created by the
4415merger.
4416     620.2102  Conversion.--
4417     (1)  An organization other than a limited partnership may
4418convert to a limited partnership, and a limited partnership may
4419convert to another organization, other than an organization
4420which is also a domestic limited partnership governed by this
4421act, pursuant to this section and ss. 620.2103-620.2105 and a
4422plan of conversion, if:
4423     (a)  The other organization's governing law authorizes the
4424conversion.
4425     (b)  The conversion is permitted by the law of the
4426jurisdiction that enacted the governing law.
4427     (c)  The other organization complies with its governing law
4428in effecting the conversion.
4429     (2)  A plan of conversion must be in a record and must
4430include:
4431     (a)  The name and form of the organization before
4432conversion.
4433     (b)  The name and form of the organization after
4434conversion.
4435     (c)  The terms and conditions of the conversion, including
4436the manner and basis for converting interests in the converting
4437organization into any combination of money, interests in the
4438converted organization, and other consideration.
4439     (d)  The organizational documents of the converted
4440organization.
4441     620.2103  Action on plan of conversion by converting
4442limited partnership.--
4443     (1)  A plan of conversion must be consented to by all of
4444the general partners of a converting limited partnership.
4445Subject to s. 620.2110, the plan of conversion must also be
4446consented to by those limited partners who own a majority of the
4447rights to receive distributions as limited partners at the time
4448the consent is effective, provided, if there is more than one
4449class or group of limited partners, the plan of conversion must
4450be consented to by those limited partners in each class or group
4451which owns a majority of the rights to receive distributions as
4452limited partners in that class or group at the time the consent
4453is effective. The consents required by this subsection must be
4454in, or evidenced by, a record.
4455     (2)  Subject to s. 620.2110 and any contractual rights,
4456after a conversion is approved, and at any time before a filing
4457is made under s. 620.2104, a converting limited partnership may
4458amend the plan or abandon the planned conversion:
4459     (a)  As provided in the plan.
4460     (b)  Except as prohibited by the plan, by the same consent
4461as was required to approve the plan.
4462     620.2104  Filings required for conversion; effective
4463date.--
4464     (1)  After a plan of conversion is approved:
4465     (a)  A converting limited partnership shall deliver to the
4466Department of State for filing a certificate of conversion,
4467signed by each general partner listed in the certificate of
4468limited partnership, and must include:
4469     1.  A statement that the limited partnership has been
4470converted into another organization.
4471     2.  The name and form of the organization and the
4472jurisdiction of its governing law.
4473     3.  The date the conversion is effective under the
4474governing law of the converted organization.
4475     4.  A statement that the conversion was approved as
4476required by this act.
4477     5.  A statement that the conversion was approved as
4478required by the governing law of the converted organization.
4479     6.  If the converted organization is a foreign organization
4480not authorized to transact business in this state, the street
4481and mailing address of an office which the Department of State
4482may use for the purposes of s. 620.2105(3).
4483     (b)  If the converting organization is not a converting
4484limited partnership, the converting organization shall deliver
4485to the Department of State for filing:
4486     1.  A certificate of limited partnership containing the
4487information required by s. 620.1201, signed by each general
4488partner as required by s. 620.1204(1)(a).
4489     2.  A certificate of conversion, which certificate of
4490conversion must include:
4491     a.  A statement that the limited partnership was converted
4492from another organization.
4493     b.  The name and form of the converting organization and
4494the jurisdiction of its governing law.
4495     c.  A statement that the conversion was approved as
4496required by this act.
4497     d.  A statement that the conversion was approved in a
4498manner that complied with the converting organization's
4499governing law.
4500     (2)  A conversion becomes effective:
4501     (a)  If the converted organization is a limited
4502partnership, when the certificate of limited partnership takes
4503effect.
4504     (b)  If the converted organization is not a limited
4505partnership, as provided by the governing law of the converted
4506organization.
4507     620.2105  Effect of conversion.--
4508     (1)  An organization that has been converted pursuant to
4509this act is for all purposes the same entity that existed before
4510the conversion.
4511     (2)  When a conversion takes effect:
4512     (a)  Title to all real and other property, or any interest
4513in such property, owned by the converting organization at the
4514time of its conversion remains vested in the converted
4515organization without reversion or impairment under this act.
4516     (b)  All debts, liabilities, and other obligations of the
4517converting organization continue as obligations of the converted
4518organization.
4519     (c)  An action or proceeding pending by or against the
4520converting organization may be continued as if the conversion
4521had not occurred.
4522     (d)  Except as prohibited by other law, all of the rights,
4523privileges, immunities, powers, and purposes of the converting
4524organization remain vested in the converted organization.
4525     (e)  Except as otherwise provided in the plan of
4526conversion, the terms and conditions of the plan of conversion
4527take effect.
4528     (f)  Except as otherwise agreed, the conversion does not
4529dissolve a converting limited partnership for the purposes of
4530ss. 620.1801-620.1813.
4531     (3)  A converted organization that is a foreign
4532organization consents to the jurisdiction of the courts of this
4533state to enforce any obligation owed by the converting limited
4534partnership, if before the conversion the converting limited
4535partnership was subject to suit in this state on the obligation.
4536A converted organization that is a foreign organization and not
4537authorized to transact business in this state appoints the
4538Department of State as its agent for service of process for
4539purposes of enforcing an obligation under this subsection and
4540any appraisal rights of limited partners under ss. 620.2113-
4541620.2124 to the extent applicable to the conversion. Service on
4542the Department of State under this subsection is made in the
4543same manner and with the same consequences as in s. 620.1117(3)
4544and (4).
4545     (4)  A copy of the statement of conversion, certified by
4546the Department of State, may be filed in any county of this
4547state in which the converting organization holds an interest in
4548real property.
4549     620.2106  Merger.--
4550     (1)  A limited partnership may merge with one or more other
4551constituent organizations pursuant to this section and ss.
4552620.2107-620.2109 and a plan of merger, if:
4553     (a)  The governing law of each of the other organizations
4554authorizes the merger.
4555     (b)  The merger is permitted by the law of a jurisdiction
4556that enacted each of those governing law.
4557     (c)  Each of the other organizations complies with its
4558governing law in effecting the merger.
4559     (2)  A plan of merger must be in a record and must include:
4560     (a)  The name and form of each constituent organization.
4561     (b)  The name and form of the surviving organization.
4562     (c)  The terms and conditions of the merger, including the
4563manner and basis for converting the interests in each
4564constituent organization into any combination of money,
4565interests in the surviving organization, and other
4566consideration.
4567     (d)  Any amendments to be made by the merger to the
4568surviving organization's organizational documents.
4569     620.2107  Action on plan of merger by constituent limited
4570partnership.--
4571     (1)  A plan of merger must be consented to by all of the
4572general partners of a constituent limited partnership. Subject
4573to s. 620.2110, the plan of merger must also be consented to by
4574those limited partners who own a majority of the rights to
4575receive distributions as limited partners at the time the
4576consent is effective, provided, if there is more than one class
4577or group of limited partners, the plan of merger must be
4578consented to by those limited partners who own a majority of the
4579rights to receive distributions as limited partners in that
4580class or group at the time the consent is effective. The
4581consents required by this subsection must be in, or evidenced
4582by, a record.
4583     (2)  Subject to s. 620.2110 and any contractual rights,
4584after a merger is approved, and at any time before a filing is
4585made under s. 620.2108, a constituent limited partnership may
4586amend the plan or abandon the planned merger:
4587     (a)  As provided in the plan; and
4588     (b)  Except as prohibited by the plan,
4589
4590with the same consent as was required to approve the plan.
4591     620.2108  Filings required for merger; effective date.--
4592     (1)  After each constituent organization has approved a
4593merger, a certificate of merger must be signed on behalf of:
4594     (a)  Each preexisting constituent limited partnership, by
4595each general partner listed in the certificate of limited
4596partnership.
4597     (b)  Each other preexisting constituent organization, by an
4598authorized representative.
4599     (2)  The certificate of merger must include:
4600     (a)  The name and form of each constituent organization and
4601the jurisdiction of its governing law.
4602     (b)  The name and form of the surviving organization, the
4603jurisdiction of its governing law, and, if the surviving
4604organization is created by the merger, a statement to that
4605effect.
4606     (c)  The date the merger is effective under the governing
4607law of the surviving organization.
4608     (d)  Any amendments provided for in the plan of merger for
4609the organizational document that created the organization.
4610     (e)  A statement as to each constituent organization that
4611the merger was approved as required by the organization's
4612governing law.
4613     (f)  If the surviving organization is a foreign
4614organization not authorized to transact business in this state,
4615the street and mailing address of an office which the Department
4616of State may use for the purposes of s. 620.2109(2).
4617     (g)  Any additional information required by the governing
4618law of any constituent organization.
4619     (3)  Each constituent limited partnership shall deliver the
4620certificate of merger for filing in the Department of State.
4621     (4)  A merger becomes effective under this act:
4622     (a)  If the surviving organization is a limited
4623partnership, upon the later of:
4624     1.  Compliance with subsection (3); or
4625     2.  Subject to s. 620.1206(3), as specified in the
4626certificate of merger; or
4627     (b)  If the surviving organization is not a limited
4628partnership, as provided by the governing law of the surviving
4629organization.
4630     (5)  A certificate of merger shall act as a statement of
4631termination for purposes of s. 620.1203 for a limited
4632partnership that is a party to the merger that is not the
4633surviving organization, which shall be deemed filed upon the
4634effective date of the merger.
4635     620.2109  Effect of merger.--
4636     (1)  When a merger becomes effective:
4637     (a)  The surviving organization continues.
4638     (b)  Each constituent organization that merges into the
4639surviving organization ceases to exist as a separate entity.
4640     (c)  All property owned by each constituent organization
4641that ceases to exist vests in the surviving organization.
4642     (d)  All debts, liabilities, and other obligations of each
4643constituent organization that ceases to exist continue as
4644obligations of the surviving organization.
4645     (e)  An action or proceeding pending by or against any
4646constituent organization that ceases to exist may be continued
4647as if the merger had not occurred.
4648     (f)  Except as prohibited by other law, all of the rights,
4649privileges, immunities, powers, and purposes of each constituent
4650organization that ceases to exist vest in the surviving
4651organization.
4652     (g)  Except as otherwise provided in the plan of merger,
4653the terms and conditions of the plan of merger take effect.
4654     (h)  Except as otherwise agreed, if a constituent limited
4655partnership ceases to exist, the merger does not dissolve the
4656limited partnership for the purposes of ss. 620.1801-620.1813.
4657     (i)  Any amendments provided for in the certificate of
4658merger for the organizational document that created the
4659organization become effective.
4660     (2)  A surviving organization that is a foreign
4661organization consents to the jurisdiction of the courts of this
4662state to enforce any obligation owed by a constituent
4663organization, if before the merger the constituent organization
4664was subject to suit in this state on the obligation. A surviving
4665organization that is a foreign organization and not authorized
4666to transact business in this state shall appoint the Department
4667of State as its agent for service of process for the purposes of
4668enforcing an obligation under this subsection and any appraisal
4669rights of limited partners  under ss. 620.2113-620.2124 to the
4670extent applicable to the merger. Service on the Department of
4671State under this subsection is made in the same manner and with
4672the same consequences as in s. 620.1117(3) and (4).
4673     (3)  A copy of the certificate of merger, certified by the
4674Department of State, may be filed in any county of this state in
4675which a constituent organization holds an interest in real
4676property.
4677     620.2110  Restrictions on approval of conversions and
4678mergers and on relinquishing limited liability limited
4679partnership status.--
4680     (1)  If a partner of a converting or constituent limited
4681partnership will have personal liability with respect to a
4682converted or surviving organization, approval and amendment of a
4683plan of conversion or merger are ineffective without the consent
4684of the partner, unless:
4685     (a)  The limited partnership's partnership agreement
4686provides for the approval of the conversion or merger with the
4687consent of fewer than all the partners.
4688     (b)  The partner has consented to the provision of the
4689partnership agreement.
4690     (2)  An amendment to a certificate of limited partnership
4691which deletes a statement that the limited partnership is a
4692limited liability limited partnership is ineffective without the
4693consent of each general partner unless:
4694     (a)  The limited partnership's partnership agreement
4695provides for the amendment with the consent of less than all the
4696general partners.
4697     (b)  Each general partner that does not consent to the
4698amendment has consented to the provision of the partnership
4699agreement.
4700     (3)  A partner does not give the consent required by
4701subsection (1) or subsection (2) merely by consenting to a
4702provision of the partnership agreement which permits the
4703partnership agreement to be amended with the consent of fewer
4704than all the partners.
4705     620.2111  Liability of general partner after conversion or
4706merger.--
4707     (1)  A conversion or merger under this act does not
4708discharge any liability under ss. 620.1404 and 620.1607 of a
4709person that was a general partner in or dissociated as a general
4710partner from a converting or constituent limited partnership,
4711but:
4712     (a)  The provisions of this act pertaining to the
4713collection or discharge of the liability continue to apply to
4714the liability.
4715     (b)  For the purposes of applying those provisions, the
4716converted or surviving organization is deemed to be the
4717converting or constituent limited partnership.
4718     (c)  If a person is required to pay any amount under this
4719subsection:
4720     1.  The person has a right of contribution from each other
4721person that was liable as a general partner under s. 620.1404
4722when the obligation was incurred and has not been released from
4723the obligation under s. 620.1607.
4724     2.  The contribution due from each of those persons is in
4725proportion to the right to receive distributions in the capacity
4726of general partner in effect for each of those persons when the
4727obligation was incurred.
4728     (2)  In addition to any other liability provided by law:
4729     (a)  A person that immediately before a conversion or
4730merger became effective was a general partner in a converting or
4731constituent limited partnership that was not a limited liability
4732limited partnership is personally liable on a transaction
4733entered into by the converted or surviving organization with a
4734third party after the conversion or merger becomes effective,
4735if, at the time the third party enters into the transaction, the
4736third party:
4737     1.  Does not have notice of the conversion or merger.
4738     2.  Reasonably believes that:
4739     a.  The converted or surviving business is the converting
4740or constituent limited partnership.
4741     b.  The converting or constituent limited partnership is
4742not a limited liability limited partnership.
4743     c.  The person is a general partner in the converting or
4744constituent limited partnership.
4745     (b)  A person that was dissociated as a general partner
4746from a converting or constituent limited partnership before the
4747conversion or merger became effective is personally liable on a
4748transaction entered into by the converted or surviving
4749organization with a third party after the conversion or merger
4750becomes effective, if:
4751     1.  Immediately before the conversion or merger became
4752effective the converting or surviving limited partnership was
4753not a limited liability limited partnership.
4754     2.  At the time the third party enters into the transaction
4755less than 2 years have passed since the person dissociated as a
4756general partner and the third party:
4757     a.  Does not have notice of the dissociation.
4758     b.  Does not have notice of the conversion or merger.
4759     c.  Reasonably believes that the converted or surviving
4760organization is the converting or constituent limited
4761partnership, the converting or constituent limited partnership
4762is not a limited liability limited partnership, and the person
4763is a general partner in the converting or constituent limited
4764partnership.
4765     620.2112  Power of general partners and persons dissociated
4766as general partners to bind organization after conversion or
4767merger.--
4768     (1)  An act of a person that immediately before a
4769conversion or merger became effective was a general partner in a
4770converting or constituent limited partnership binds the
4771converted or surviving organization after the conversion or
4772merger becomes effective, if:
4773     (a)  Before the conversion or merger became effective, the
4774act would have bound the converting or constituent limited
4775partnership under s. 620.1402.
4776     (b)  At the time the third party enters into the
4777transaction, the third party:
4778     1.  Does not have notice of the conversion or merger.     
4779     2.  Reasonably believes that the converted or surviving
4780business is the converting or constituent limited partnership
4781and that the person is a general partner in the converting or
4782constituent limited partnership.
4783     (2)  An act of a person that before a conversion or merger
4784became effective was dissociated as a general partner from a
4785converting or constituent limited partnership binds the
4786converted or surviving organization after the conversion or
4787merger becomes effective, if:
4788     (a)  Before the conversion or merger became effective, the
4789act would have bound the converting or constituent limited
4790partnership under s. 620.1402 if the person had been a general
4791partner.
4792     (b)  At the time the third party enters into the
4793transaction, less than 2 years have passed since the person
4794dissociated as a general partner and the third party:
4795     1.  Does not have notice of the dissociation.
4796     2.  Does not have notice of the conversion or merger.
4797     3.  Reasonably believes that the converted or surviving
4798organization is the converting or constituent limited
4799partnership and that the person is a general partner in the
4800converting or constituent limited partnership.
4801     (3)  If a person having knowledge of the conversion or
4802merger causes a converted or surviving organization to incur an
4803obligation under subsection (1) or subsection (2), the person is
4804liable:
4805     (a)  To the converted or surviving organization for any
4806damage caused to the organization arising from the obligation.
4807     (b)  If another person is liable for the obligation, to
4808that other person for any damage caused to that other person
4809arising from the liability.
4810     620.2113  Appraisal rights; definitions.--The following
4811definitions apply to this section and ss. 620.2114-620.2124:
4812     (1)  "Affiliate" means a person that directly or indirectly
4813through one or more intermediaries controls, is controlled by,
4814or is under common control with another person. For purposes of
4815s. 620.2114(2)(d), a person is deemed to be an affiliate of its
4816senior executives.
4817     (2)  "Appraisal event" means an event described in s.
4818620.2114(1).
4819     (3)  "Beneficial limited partner" means a person who is the
4820beneficial owner of a limited partner interest held in a voting
4821trust or by a nominee on the beneficial owner's behalf.
4822     (4)  "Fair value" means the value of the limited partner's
4823partnership interests determined:
4824     (a)  Immediately before the effectuation of the appraisal
4825event to which the partner objects.
4826     (b)  Using customary and current valuation concepts and
4827techniques generally employed for similar businesses in the
4828context of the transaction requiring appraisal, excluding any
4829appreciation or depreciation in anticipation of the transaction
4830to which the partner objects unless exclusion would be
4831inequitable to the limited partnership and its remaining
4832partners.
4833     (5)  "Interest" means interest from the effective date of
4834the appraisal event to which the limited partner objects until
4835the date of payment, at the rate of interest described in s.
4836620.107(2), determined as of the effective date of the appraisal
4837event.
4838     (6)  "Limited partnership" means the limited partnership
4839governed by this act that issued the limited partner interest
4840held by a limited partner demanding appraisal and, for matters
4841covered in ss. 620.2114-620.2124, includes the converted
4842organization in a conversion or the surviving organization in a
4843merger.
4844     (7)  "Record limited partner" means each person who is
4845identified as a limited partner in the current list of partners
4846maintained in accordance with s. 620.1111 by the limited
4847partnership or, to the extent the limited partnership has failed
4848to maintain a current list, each person that is the rightful
4849owner of a limited partner interest in the limited partnership.
4850A transferee of a limited partner interest is not a record
4851limited partner.
4852     (8)  "Senior executive" means a general partner or the
4853chief executive officer, chief operating officer, chief
4854financial officer, manager, or anyone in charge of a principal
4855business unit or function of a limited partnership or of a
4856general partner of the limited partnership.
4857     (9)  "Limited partner" means a record limited partner or a
4858beneficial limited partner.
4859     (10)  "Limited partner interest" means all rights and other
4860interests held by a person in the limited partnership in that
4861person's capacity as a limited partner under this act and the
4862limited partnership's partnership agreement, including the
4863limited partner's transferable interest and management and
4864voting rights, if any, and subject to any obligations that such
4865person has in that capacity of limited partner. If the appraisal
4866rights of the limited partner under s. 620.2114 pertain to only
4867a certain class or series of a limited partner interest, the
4868term "limited partner interest" means only the limited partner
4869interest pertaining to such class or series.
4870     620.2114  Right of limited partners to appraisal.--
4871     (1)  A limited partner of a limited partnership governed by
4872this act is entitled to appraisal rights, and to obtain payment
4873of the fair value of that limited partner's limited partner
4874interest, in the following events:
4875     (a)  Consummation of a merger of such limited partnership
4876pursuant to this act and the limited partner possessed the right
4877to vote upon the merger; or
4878     (b)  Consummation of a conversion of such limited
4879partnership pursuant to this act and the limited partner
4880possessed the right to vote upon the conversion.
4881     (2)  Notwithstanding subsection (1), the availability of
4882appraisal rights shall be limited in accordance with the
4883following provisions:
4884     (a)  Appraisal rights shall not be available for limited
4885partner interests which are:
4886     1.  Listed on the New York Stock Exchange or the American
4887Stock Exchange or designated as a national market system
4888security on an interdealer quotation system by the National
4889Association of Securities Dealers, Inc.; or
4890     2.  Not so listed or designated, but are issued by a
4891limited partnership that has at least 500 partners and the
4892interests of all partners in the partnership, including
4893transferable interests, have a market value of at least $10
4894million, exclusive of the value of any such interests held by
4895its general partners and other senior executives owning more
4896than 10 percent of the rights to receive distributions from the
4897limited partnership.
4898     (b)  The applicability of paragraph (a) shall be determined
4899as of the date fixed to determine the limited partners entitled
4900to receive notice of, and to vote upon, the appraisal event.
4901     (c)  Paragraph (a) shall not apply and appraisal rights
4902shall be available pursuant to subsection (1) for any limited
4903partners who are required by the appraisal event to accept for
4904their limited partner interests anything other than cash or a
4905proprietary interest of an entity that satisfies the standards
4906set forth in paragraph (a) at the time the appraisal event
4907becomes effective.
4908     (d)  Paragraph (a) shall not apply and appraisal rights
4909shall be available pursuant to subsection (1) for the holders of
4910a limited partner interest if:
4911     1.  Any of the partners' interests in the limited
4912partnership or the limited partnership's assets are being
4913acquired or converted, whether by merger, conversion, or
4914otherwise, pursuant to the appraisal event by a person, or by an
4915affiliate of a person, who:
4916     a.  Is, or at any time in the 1-year period immediately
4917preceding approval of the appraisal event was, the beneficial
4918owner of 20 percent or more of those interests in the limited
4919partnership entitled to vote on the appraisal event, excluding
4920any such interests acquired pursuant to an offer for all
4921interests having such voting rights if such offer was made
4922within 1 year prior to the appraisal event for consideration of
4923the same kind and of a value equal to or less than that paid in
4924connection with the appraisal event. For purposes of this
4925subparagraph, the term "beneficial owner" means any person who,
4926directly or indirectly, through any contract, arrangement, or
4927understanding, other than a revocable proxy, has or shares the
4928right to vote, or to direct the voting of, an interest in a
4929limited partnership with respect to approval of the appraisal
4930event, provided that a member of a national securities exchange
4931shall not be deemed to be a beneficial owner of an interest in a
4932limited  partnership held directly or indirectly by it on behalf
4933of another person solely because such member is the record
4934holder of interests in the limited partnership if the member is
4935precluded by the rules of such exchange from voting without
4936instruction on contested matters or matters that may affect
4937substantially the rights or privileges of the holders of the
4938interests in the limited partnership to be voted. When two or
4939more persons agree to act together for the purpose of voting
4940such interests, each member of the group formed thereby shall be
4941deemed to have acquired beneficial ownership, as of the date of
4942such agreement, of all  voting interests in the limited
4943partnership beneficially owned by any member of the group; or
4944     b.  Directly or indirectly has, or at any time in the 1-
4945year period immediately preceding approval of the appraisal
4946event had, the power, contractually or otherwise, to cause the
4947appointment or election of any senior executives; or
4948     2.  Any of the partners' interests in the limited
4949partnership or the limited partnership's assets are being
4950acquired or converted, whether by merger, conversion, or
4951otherwise, pursuant to the appraisal event by a person, or by an
4952affiliate of a person, who is, or at any time in the 1-year
4953period immediately preceding approval of the appraisal event
4954was, a senior executive of the limited partnership or a senior
4955executive of any affiliate of the limited partnership, and that
4956senior executive will receive, as a result of the limited
4957partnership action, a financial benefit not generally available
4958to limited partners, other than:
4959     a.  Employment, consulting, retirement, or similar benefits
4960established separately and not as part of or in contemplation of
4961the appraisal event;
4962     b.  Employment, consulting, retirement, or similar benefits
4963established in contemplation of, or as part of, the appraisal
4964event that are not more favorable than those existing before the
4965appraisal event or, if more favorable, that have been approved
4966by the limited partnership; or
4967     c.  In the case of a general partner of the limited
4968partnership who will, during or as the result of the appraisal
4969event, become a general partner, manager, or director of the
4970surviving or converted organization or one of its affiliates,
4971those rights and benefits as a general partner, manager, or
4972director that are provided on the same basis as those afforded
4973by the surviving or converted organization generally to other
4974general partners, managers, or directors of the surviving or
4975converted organization or its affiliate.
4976     (3)  A limited partner entitled to appraisal rights under
4977ss. 620.2113-620.2124 may not challenge a completed appraisal
4978event unless the appraisal event:
4979     (a)  Was not effectuated in accordance with the applicable
4980provisions of ss. 620.2113-620.2124, the limited partnership's
4981certificate of limited partnership, or the partnership
4982agreement; or
4983     (b)  Was procured as a result of fraud or material
4984misrepresentation.
4985     (4)  A limited partnership may modify, restrict, or
4986eliminate the appraisal rights provided in ss. 620.2113-620.2124
4987in its partnership agreement.
4988     620.2115  Assertion of rights by nominees and beneficial
4989owners.--
4990     (1)  A record limited partner may assert appraisal rights
4991as to fewer than all the limited partner interests registered in
4992the record limited partner's name that are owned by a beneficial
4993limited partner only if the record limited partner objects with
4994respect to all limited partner interests of the class or series
4995owned by that beneficial limited partner and notifies the
4996limited partnership in writing of the name and address of each
4997beneficial limited partner on whose behalf appraisal rights are
4998being asserted. The rights of a record limited partner who
4999asserts appraisal rights for only part of the limited partner
5000interests of the class or series held of record in the record
5001limited partner's name under this subsection shall be determined
5002as if the limited partner interests as to which the record
5003limited partner objects and the record limited partner's other
5004limited partner interests were registered in the names of
5005different record limited partners.
5006     (2)  A beneficial limited partner may assert appraisal
5007rights as to a limited partner interest held on behalf of the
5008partner only if such beneficial limited partner:
5009     (a)  Submits to the limited partnership the record limited
5010partner's written consent to the assertion of such rights no
5011later than the date referred to in s. 620.2118(2)(b)2.
5012     (b)  Does so with respect to all limited partner interests
5013of the class or series that are beneficially owned by the
5014beneficial limited partner.
5015     620.2116  Notice of appraisal rights.--
5016     (1)  If a proposed appraisal event is to be submitted to a
5017vote at a limited partners' meeting, the meeting notice must
5018state that the limited partnership has concluded that partners
5019are, are not, or may be entitled to assert appraisal rights
5020under this act.
5021     (2)  If the limited partnership concludes that appraisal
5022rights are or may be available, a copy of ss. 620.2113-620.2124
5023must accompany the meeting notice sent to those record limited
5024partners entitled to exercise appraisal rights.
5025     (3)  If the appraisal event is to be approved other than by
5026a partners' meeting, the notice referred to in subsection (1)
5027must be sent to all limited partners at the time that consents
5028are first solicited, whether or not consents are solicited from
5029all limited partners, and include the materials described in s.
5030620.2118.
5031     620.2117  Notice of intent to demand payment.--
5032     (1)  If a proposed appraisal event is submitted to a vote
5033at a partners' meeting, or is submitted to a partner pursuant to
5034a consent vote, a limited partner who is entitled to and who
5035wishes to assert appraisal rights with respect to any class or
5036series of limited partner interests:
5037     (a)  Must deliver to a general partner of the limited
5038partnership before the vote is taken, or within 20 days after
5039receiving the notice pursuant to s. 620.2116(3) if action is to
5040be taken without a partner meeting, written notice of such
5041person's intent to demand payment if the proposed appraisal
5042event is effectuated.
5043     (b)  Must not vote, or cause or permit to be voted, any
5044limited partner interests of such class or series in favor of
5045the appraisal event.
5046     (2)  A person who may otherwise be entitled to appraisal
5047rights, but who does not satisfy the requirements of subsection
5048(1), is not entitled to payment under ss. 620.2113-620.2124.
5049     620.2118  Appraisal notice and form.--
5050     (1)  If the  proposed appraisal event becomes effective,
5051the limited partnership must deliver a written appraisal notice
5052and form required by paragraph (2)(a) to all limited partners
5053who satisfied the requirements of s. 620.2117.
5054     (2)  The appraisal notice must be sent no earlier than the
5055date the appraisal event became effective and no later than 10
5056days after such date and must:
5057     (a)  Supply a form that specifies the date that the
5058appraisal event became effective and that provides for the
5059limited partner to state:
5060     1.  The limited partner's name and address.
5061     2.  The number, classes, and series of limited partner
5062interests as to which the limited partner asserts appraisal
5063rights.
5064     3.  That the limited partner did not vote for the
5065transaction.
5066     4.  Whether the limited partner accepts the limited
5067partnership's offer as stated in subparagraph (b)4.
5068     5.  If the offer is not accepted, the limited partner's
5069estimated fair value of the limited partner interests and a
5070demand for payment of the limited partner's estimated value plus
5071interest.
5072     (b)  State:
5073     1.  Where the form described in paragraph (a) must be sent.
5074     2.  A date by which the limited partnership must receive
5075the form, which date may not be fewer than 40 or more than 60
5076days after the date the appraisal notice and form described in
5077this subsection are sent, and state that the limited partner
5078shall have waived the right to demand appraisal with respect to
5079the limited partner interests unless the form is received by the
5080limited partnership by such specified date.
5081     3.  In the case of limited partner interest represented by
5082a certificate, the location at which certificates for such
5083certificated partnership interests must be deposited, if that
5084action is required by the limited partnership, and the date by
5085which those certificates must be deposited, which date may not
5086be earlier than the date for receiving the required form under
5087subparagraph 2.
5088     4.  The limited partnership's estimate of the fair value of
5089the limited partner interests.
5090     5.  An offer to each limited partner who is entitled to
5091appraisal rights to pay the limited partnership's estimate of
5092fair value set forth in subparagraph 4.
5093     6.  That, if requested in writing, the limited partnership
5094will provide to the limited partner so requesting, within 10
5095days after the date specified in subparagraph 2., the number of
5096limited partners who return the forms by the specified date and
5097the total number of limited partner interests owned by them.
5098     7.  The date by which the notice to withdraw under s.
5099620.1119 must be received, which date must be within 20 days
5100after the date specified in subparagraph 2.
5101     (c)  Be accompanied by:
5102     1.  Financial statements of the limited partnership that
5103issued the limited partner interests to be appraised, consisting
5104of a balance sheet as of the end of the fiscal year ending not
5105more than 15 months prior to the date of the limited
5106partnership's appraisal notice, an income statement for that
5107year, a cash flow statement for that year, and the latest
5108available interim financial statements, if any.
5109     2.  A copy of ss. 620.2213-620.2224.
5110     620.2119  Perfection of rights; right to withdraw.--
5111     (1)  A limited partner who wishes to exercise appraisal
5112rights must execute and return the form received pursuant to s.
5113620.2118(1) and, in the case of certificated partnership
5114interests and the limited partnership so requires, deposit the
5115limited partner's certificates in accordance with the terms of
5116the notice by the date referred to in the notice pursuant to s.
5117620.2118(2)(b)2. Once a limited partner deposits that limited
5118partner's certificates or, in the case of uncertificated
5119partnership interests, returns the executed form described in s.
5120620.2118(2), the limited partner loses all rights as a limited
5121partner, unless the limited partner withdraws pursuant to
5122subsection (3). Upon receiving a demand for payment from a
5123limited partner who holds an uncertificated partnership
5124interest, the limited partnership shall make an appropriate
5125notation of the demand for payment in its records.
5126     (2)  The limited partnership may restrict the transfer of
5127such limited partner interests from the date the limited partner
5128delivers the items required by subsection (1).
5129     (3)  A limited partner who has complied with subsection (1)
5130may nevertheless decline to exercise appraisal rights and
5131withdraw from the appraisal process by so notifying the limited
5132partnership in writing by the date set forth in the appraisal
5133notice pursuant to s. 620.2118(2)(b)7. A limited partner who
5134fails to so withdraw from the appraisal process may not
5135thereafter withdraw without the limited partnership's written
5136consent.
5137     (4)  A limited partner who does not execute and return the
5138form and, in the case of certificated partnership interests,
5139deposit that limited partner's certificates, if so required by
5140the limited partnership, each by the date set forth in the
5141notice described in subsection (2), shall not be entitled to
5142payment under this act.
5143     (5)  If the limited partner's right to receive fair value
5144is terminated other than by the purchase of the limited partner
5145interest by the limited partnership, all rights of the limited
5146partner, with respect to such limited partner interest, shall be
5147reinstated effective as of the date the limited partner
5148delivered the items required by subsection (1), including the
5149right to receive any intervening payment or other distribution
5150with respect to such partnership interests, or, if any such
5151rights have expired or any such distribution other than a cash
5152payment has been completed, in lieu thereof at the election of
5153the limited partnership, the fair value thereof in cash as
5154determined by the limited partnership as of the time of such
5155expiration or completion, but without prejudice otherwise to any
5156action or proceeding of the limited partnership that may have
5157been taken by the limited partnership on or after the date the
5158limited partner delivered the items required by subsection (1).
5159     620.2120  Limited partner's acceptance of limited
5160partnership's offer.--
5161     (1)  If the limited partner states on the form provided in
5162s. 620.2118(1) that the limited partner accepts the offer of the
5163limited partnership to pay the limited partnership's estimated
5164fair value for the limited partner interest, the limited
5165partnership shall make such payment to the limited partner
5166within 90 days after the limited partnership's receipt of the
5167items required by s. 620.1119(1).
5168     (2)  Upon payment of the agreed value, the limited partner
5169shall cease to have any interest in the partnership interests.
5170     620.2121  Procedure if limited partner is dissatisfied with
5171offer.--
5172     (1)  A limited partner who is dissatisfied with the limited
5173partnership's offer as set forth pursuant to s. 620.2118(2)(b)5.
5174must notify the limited partnership on the form provided
5175pursuant to s. 620.2118(1) of the limited partner's estimate of
5176the fair value of the limited partner interest and demand
5177payment of that estimate plus interest.
5178     (2)  A limited partner who fails to notify the limited
5179partnership in writing of the limited partner's demand to be
5180paid the limited partner's estimate of the fair value plus
5181interest under subsection (1) within the timeframe set forth in
5182s. 620.2118(2)(b)2. waives the right to demand payment under
5183this section and shall be entitled only to the payment offered
5184by the limited partnership pursuant to s. 620.2118(2)(b)5.
5185     620.2122  Court action.--
5186     (1)  If a limited partner makes demand for payment under s.
5187620.2121 which remains unsettled, the limited partnership shall
5188commence a proceeding within 60 days after receiving the payment
5189demand and petition the court to determine the fair value of the
5190partnership interests and accrued interest. If the limited
5191partnership does not commence the proceeding within the 60-day
5192period, any limited partner who has made a demand pursuant to s.
5193620.2121 may commence the proceeding in the name of the limited
5194partnership.
5195     (2)  The proceeding shall be commenced in the appropriate
5196court of the county in which the limited partnership's principal
5197office, or, if none, its registered office, in this state is
5198located. If the limited partnership is a foreign limited
5199partnership without a registered office in this state, the
5200proceeding shall be commenced in the county in this state in
5201which the principal office or registered office of the domestic
5202limited partnership was located at the time of the transaction.
5203     (3)  All limited partners, whether or not residents of this
5204state, whose demands remain unsettled shall be made parties to
5205the proceeding as in an action against their partnership
5206interests. The limited partnership shall serve a copy of the
5207initial pleading in such proceeding upon each limited partner
5208party who is a resident of this state in the manner provided by
5209law for the service of a summons and complaint and upon each
5210nonresident limited partner party by registered or certified
5211mail or by publication as provided by law.
5212     (4)  The jurisdiction of the court in which the proceeding
5213is commenced under subsection (2) is plenary and exclusive. If
5214the court so elects, the court may appoint one or more persons
5215as appraisers to receive evidence and recommend a decision on
5216the question of fair value. The appraisers shall have the powers
5217described in the order appointing them or in any amendment to
5218the order. The limited partners demanding appraisal rights are
5219entitled to the same discovery rights as parties in other civil
5220proceedings. There shall be no right to a jury trial.
5221     (5)  Each partner made a party to the proceeding is
5222entitled to judgment for the amount of the fair value of such
5223limited partner's limited partner partnership interests, plus
5224interest, as found by the court.
5225     (6)  The limited partnership shall pay each such partner
5226the amount found to be due within 10 days after final
5227determination of the proceedings. Upon payment of the judgment,
5228the limited partner shall cease to have any interest in the
5229limited partnership interests.
5230     620.2123  Court costs and counsel fees.--
5231     (1)  The court in an appraisal proceeding shall determine
5232all costs of the proceeding, including the reasonable
5233compensation and expenses of appraisers appointed by the court.
5234The court shall assess the costs against the limited
5235partnership, except that the court may assess costs against all
5236or some of the limited partners demanding appraisal, in amounts
5237the court finds equitable, to the extent the court finds such
5238partners acted arbitrarily, vexatiously, or not in good faith
5239with respect to the rights provided by this act.
5240     (2)  The court in an appraisal proceeding may also assess
5241the fees and expenses of counsel and experts for the respective
5242parties, in amounts the court finds equitable:
5243     (a)  Against the limited partnership and in favor of any or
5244all limited partners demanding appraisal if the court finds the
5245limited partnership did not substantially comply with ss.
5246620.2116 and 620.2118; or
5247     (b)  Against either the limited partnership or a limited
5248partner demanding appraisal, in favor of any other party, if the
5249court finds that the party against whom the fees and expenses
5250are assessed acted arbitrarily, vexatiously, or not in good
5251faith with respect to the rights provided by this act.
5252     (3)  If the court in an appraisal proceeding finds that the
5253services of counsel for any limited partner were of substantial
5254benefit to other limited partners similarly situated, and that
5255the fees for those services should not be assessed against the
5256limited partnership, the court may award to such counsel
5257reasonable fees to be paid out of the amounts awarded the
5258limited partners who were benefited.
5259     (4)  To the extent the limited partnership fails to make a
5260required payment pursuant to s. 620.2120, the limited partner
5261may sue directly for the amount owed and, to the extent
5262successful, shall be entitled to recover from the limited
5263partnership all costs and expenses of the suit, including
5264counsel fees.
5265     620.2124  Limitation on limited partnership payment.--
5266     (1)  No payment shall be made to a limited partner seeking
5267appraisal rights if, at the time of payment, the limited
5268partnership is unable to meet the distribution standards of s.
5269620.1508. In such event, the limited partner shall, at the
5270limited partner's option:
5271     (a)  Withdraw the notice of intent to assert appraisal
5272rights, which shall in such event be deemed withdrawn with the
5273consent of the limited partnership; or
5274     (b)  Retain the status as a claimant against the limited
5275partnership and, if the limited partnership is liquidated, be
5276subordinated to the rights of creditors of the limited
5277partnership, but have rights superior to the limited partners
5278not asserting appraisal rights, and, if it is not liquidated,
5279retain the right to be paid for the limited partner interests,
5280which right the limited partnership shall be obliged to satisfy
5281when the restrictions of this section do not apply.
5282     (2)  The limited partner shall exercise the option under
5283paragraph (1)(a) or paragraph (1)(b) by written notice filed
5284with the limited partnership within 30 days after the limited
5285partnership has given written notice that the payment for the
5286limited partner interests cannot be made because of the
5287restrictions of this section. If the limited partner fails to
5288exercise the option, the limited partner shall be deemed to have
5289withdrawn the notice of intent to assert appraisal rights.
5290     620.2125  Application of other laws to provisions governing
5291conversions and mergers.--
5292     (1)  The provisions of ss. 620.2101-2124 do not preclude an
5293entity from being converted or merged under other law.
5294     (2)  The provisions of ss. 620.2101-620.2124 do not
5295authorize any act prohibited by other applicable law or change
5296the requirements of any law or rule regulating a specific
5297organization or industry, such as a not-for-profit organization,
5298insurance, banking or investment establishment, or other
5299regulated business or activity.
5300     620.2201  Uniformity of application and construction.--In
5301applying and construing this act, consideration must be given to
5302the need to promote uniformity of the law with respect to its
5303subject matter among states that enact it.
5304     620.2202  Severability clause.--If any provision of this
5305act or its application to any person or circumstance is held
5306invalid, the invalidity does not affect other provisions or
5307applications of this act which can be given effect without the
5308invalid provision or application, and to this end the provisions
5309of this act are severable.
5310     620.2203  Relation to electronic signatures in Global and
5311National Commerce Act.--This act modifies, limits, or supersedes
5312the federal Electronic Signatures in Global and National
5313Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act does not
5314modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s.
53157001(c), or authorize electronic delivery of any of the notices
5316described in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except
5317to the extent permitted pursuant to ss. 15.16, 116.34, and
5318668.50 of such act.
5319     620.2204  Application to existing relationships.--
5320     (1)  Before January 1, 2007, this act governs only:
5321     (a)  A limited partnership formed on or after January 1,
53222006.
5323     (b)  Except as otherwise provided in subsections (3) and
5324(4), a limited partnership formed before January  1, 2006, which
5325elects, in the manner provided in its partnership agreement or
5326by law for amending the partnership agreement, to be subject to
5327this act.
5328     (2)  Except as otherwise provided in subsection (3), on and
5329after January 1, 2007, this act governs all limited
5330partnerships.
5331     (3)  With respect to a limited partnership formed before
5332January 1, 2006, the following rules apply except as the
5333partners otherwise elect in the manner provided in the
5334partnership agreement or by law for amending the partnership
5335agreement:
5336     (a)  The provisions of s. 620.1104(3) do not apply and the
5337limited partnership has whatever duration such limited
5338partnership had under the law applicable immediately before
5339January 1, 2006.
5340     (b)  The limited partnership is not required to amend its
5341certificate of limited partnership to comply with s.
5342620.1201(1)(d).
5343     (c)  The provisions of ss. 620.1601 and 620.1602 do not
5344apply and a limited partner has the same right and power to
5345dissociate from the limited partnership, with the same
5346consequences, as existed immediately before July 1, 2005.
5347     (d)  The provisions of s. 620.603(4) do not apply.
5348     (e)  The provisions of s. 620.1603(5) do not apply and a
5349court has the same power to expel a general partner as the court
5350had immediately before January 1, 2006.
5351     (f)  The provisions of s. 620.1801(3) do not apply and the
5352connection between a person's dissociation as a general partner
5353and the dissolution of the limited partnership is the same as
5354existed immediately before January 1, 2006.
5355     (4)  With respect to a limited partnership that elects
5356pursuant to paragraph (1)(b) to be subject to this act, after
5357the election takes effect the provisions of this act relating to
5358the liability of the limited partnership's general partners to
5359third parties apply:
5360     (a)  Before January 1, 2007, to:
5361     1.  A third party that had not done business with the
5362limited partnership in the year before the election took effect.
5363     2.  A third party that had done business with the limited
5364partnership in the year before the election took effect only if
5365the third party knows or has received a notification of the
5366election.
5367     (b)  On and after January 1, 2007, to all third parties,
5368but those provisions remain inapplicable to any obligation
5369incurred while those provisions were inapplicable under
5370subparagraph (a)2.
5371     620.2205  Savings clause.--This act does not affect an
5372action commenced, proceeding brought, or right accrued before
5373this act takes effect.
5374     Section 16.  Paragraphs (j) and (k) of subsection (2) of
5375section 620.8103, Florida Statutes, are amended to read:
5376     620.8103  Effect of partnership agreement; nonwaivable
5377provisions.--
5378     (2)  The partnership agreement may not:
5379     (j)  Change the notice provisions contained in s.
5380620.8902(6) or s. 620.8905(6); or
5381     (j)(k)  Restrict rights of third parties under this act.
5382     Section 17.  Subsections (5), (6), (7), and (8) of section
5383620.8105, Florida Statutes, are amended to read:
5384     620.8105  Execution, filing, and recording of partnership
5385registration and other statements.--
5386     (5)  A partnership registration statement or other
5387statement or a certificate of merger or certificate of
5388conversion must be delivered to the Department of State for
5389filing, which may be accomplished by electronic filing pursuant
5390to s. 15.16, and must be typewritten or legibly printed in the
5391English language. A registration statement or other statement,
5392or a certificate of merger or certificate of conversion, may
5393specify a delayed effective time and, if so specified, such
5394filing shall become effective at the delayed time and date
5395specified. If a delayed effective date, but no time, is
5396specified, the filing shall become effective at the close of
5397business on the delayed effective date. Unless otherwise
5398permitted by this chapter, a delayed effective date for a
5399document to be filed may not be later than the 90th day after
5400the date on which the document is filed.
5401     (6)  A registration statement filed by a partnership must
5402be executed by at least two partners. Other statements must be
5403executed by a partner or other person authorized by this act.
5404The execution of a statement by an individual as, or on behalf
5405of, a partner or other person named as a partner in a filing
5406constitutes an affirmation under the penalties of perjury that
5407the facts stated therein are true.
5408     (7)  A partnership may amend or cancel its registration
5409statement, and a person authorized by this act to file a
5410statement of partnership authority, a statement of denial, a
5411statement of dissociation, a statement of dissolution, a
5412certificate statement of merger, a certificate of conversion, a
5413statement of qualification, or a statement of foreign
5414qualification may amend or cancel such document statement, by
5415filing an amendment or cancellation that:
5416     (a)  Identifies the partnership and the statement or
5417certificate being amended or canceled.; and
5418     (b)  States the substance of what is being amended or
5419canceled.
5420     (8)  A certified copy of a statement or certificate that
5421has been filed with the Department of State and recorded in the
5422office for recording transfers of real property has the effect
5423provided for recorded statements in this act. A recorded
5424statement that is not a certified copy of a statement or
5425certificate filed with the Department of State does not have the
5426effect provided for recorded statements in this act.
5427     Section 18.  Paragraph (n) of subsection (1) of section
5428620.81055, Florida Statutes, is renumbered as paragraph (o), and
5429a new paragraph (n) is added to said subsection, to read:
5430     620.81055  Fees for filing documents and issuing
5431certificates; powers of the Department of State.--
5432     (1)  The Department of State shall collect the following
5433fees when documents authorized by this act are delivered to the
5434Department of State for filing:
5435     (n)  Certificate of conversion: $25.
5436     (o)(n)  Any other document required or permitted to be
5437filed by this act: $25.
5438     Section 19.  Subsection (2) of section 620.8404, Florida
5439Statutes, is amended to read:
5440     620.8404  General standards of partner's conduct.--
5441     (2)  A partner's duty of loyalty to the partnership and the
5442other partners is limited to includes, without limitation, the
5443following:
5444     (a)  To account to the partnership and hold as trustee for
5445the partnership any property, profit, or benefit derived by the
5446partner in the conduct and winding up of the partnership
5447business or derived from a use by the partner of partnership
5448property, including the appropriation of a partnership
5449opportunity;
5450     (b)  To refrain from dealing with the partnership in the
5451conduct or winding up of the partnership business as or on
5452behalf of a party having an interest adverse to the partnership;
5453and
5454     (c)  To refrain from competing with the partnership in the
5455conduct of the partnership business before the dissolution of
5456the partnership.
5457     Section 20.  Sections 620.8911, 620.8912, 620.8913,
5458620.8914, 620.8915, 620.8916, 620.8917, 620.8918, 620.8919,
5459620.8920, 620.8921, 620.8922, and 620.8923, Florida Statutes,
5460are created to read:
5461     620.8911  Definitions.--As used in this section and ss.
5462620.8912-620.8923:
5463     (1)  "Constituent partnership" means a constituent
5464organization that is a partnership governed by this  act.
5465     (2)  "Constituent organization" means an organization that
5466is party to a merger.
5467     (3)  "Converted organization" means the organization into
5468which a converting organization converts pursuant to ss.
5469620.8902-620.8905.
5470     (4)  "Converting partnership" means a converting
5471organization that is a partnership governed by this act.
5472     (5)  "Converting organization" means an organization that
5473converts into another organization pursuant to s. 620.8912.
5474     (6)  "Governing law" of an organization means the law that
5475governs the organization's internal affairs.
5476     (7)  "Organization" means a corporation; general
5477partnership, including a limited liability partnership; limited
5478partnership, including a limited liability limited partnership;
5479limited liability company; common law or business trust or
5480association; real estate investment trust; or any other person
5481organized under a governing law or other applicable law,
5482provided such term shall not include an organization that is not
5483organized for profit, unless the not-for-profit organization is
5484the converted organization or the surviving organization in a
5485conversion or a merger governed by this act. The term includes
5486both domestic and foreign organizations.
5487     (8)  "Organizational documents" means:
5488     1.  For a domestic or foreign general partnership, its
5489partnership agreement.
5490     2.  For a limited partnership or foreign limited
5491partnership, its certificate of limited partnership and
5492partnership agreement.
5493     3.  For a domestic or foreign limited liability company,
5494its articles of organization and operating agreement, or
5495comparable records as provided in its governing law.
5496     4.  For a business trust, its agreement of trust and
5497declaration of trust.
5498     5.  For a domestic or foreign corporation for profit, its
5499articles of incorporation, bylaws, and other agreements among
5500its shareholders which are authorized by its governing law, or
5501comparable records as provided in its governing law.
5502     6.  For any other organization, the basic records that
5503create the organization and determine its internal governance
5504and the relations among the persons that own it, have an
5505interest in it, or are members of it.
5506     (9)  "Personal liability" means personal liability for a
5507debt, liability, or other obligation of an organization which is
5508imposed on a person that coowns, has an interest in, or is a
5509member of the organization:
5510     1.  By the organization's governing law solely by reason of
5511the person's coowning, having an interest in, or being a member
5512of the organization; or
5513     2.  By the organization's organizational documents under a
5514provision of the organization's governing law authorizing those
5515documents to make one or more specified persons liable for all
5516or specified debts, liabilities, and other obligations of the
5517organization solely by reason of the person or persons'
5518coowning, having an interest in, or being a member of the
5519organization.
5520     (10)  "Record" means information that is inscribed on a
5521tangible medium or that is stored in an electronic or other
5522medium and is retrievable in perceivable form.
5523     (11)  "Surviving organization" means an organization into
5524which one or more other organizations are merged. A surviving
5525organization may preexist the merger or be created by the
5526merger.
5527     620.8912  Conversion.--
5528     (1)  An organization other than a partnership may convert
5529to a partnership, and a partnership may convert to another
5530organization pursuant to this section and ss. 620.8913-620.8915
5531and a plan of conversion, if:
5532     (a)  The other organization's governing law authorizes the
5533conversion.
5534     (b)  The conversion is permitted by the law of the
5535jurisdiction that enacted the governing law.
5536     (c)  The other organization complies with its governing law
5537in effecting the conversion.
5538     (2)  A plan of conversion must be in a record and must
5539include:
5540     (a)  The name and form of the organization before
5541conversion.
5542     (b)  The name and form of the organization after
5543conversion.
5544     (c)  The terms and conditions of the conversion, including
5545the manner and basis for converting interests in the converting
5546organization into any combination of money, interests in the
5547converted organization, and other consideration.
5548     (d)  The organizational documents of the converted
5549organization.
5550     620.8913  Action on plan of conversion by converting
5551partnership.--
5552     (1)  A plan of conversion must be consented to by all of
5553the partners of a converting partnership. The consents required
5554by this subsection must be in, or evidenced by, a record.
5555     (2)  Subject to s. 620.8920 and any contractual rights,
5556after a conversion is approved, and at any time before a filing
5557is made under s. 620.8914, a converting partnership may amend
5558the plan or abandon the planned conversion:
5559     (a)  As provided in the plan.
5560     (b)  Except as prohibited by the plan, by the same consent
5561as was required to approve the plan.
5562     620.8914  Filings required for conversion; effective
5563date.--
5564     (1)  After a plan of conversion is approved:
5565     (a)  A converting partnership shall deliver to the
5566Department of State for filing a statement of registration in
5567accordance with s. 620.8105, if such statement was not
5568previously filed, and a certificate of conversion, in accordance
5569with s. 620.8105, which must include:
5570     1.  A statement that the partnership has been converted
5571into another organization.
5572     2.  The name and form of the organization and the
5573jurisdiction of its governing law.
5574     3.  The date the conversion is effective under the
5575governing law of the converted organization.
5576     4.  A statement that the conversion was approved as
5577required by this act.
5578     5.  A statement that the conversion was approved as
5579required by the governing law of the converted organization.
5580     6.  If the converted organization is a foreign organization
5581not authorized to transact business in this state, the street
5582and mailing address of an office which the Department of State
5583may use for the purposes of s. 620.8915(3).
5584     (b)  In the case of a converting organization converting
5585into a partnership to be governed by this act, the converting
5586organization shall deliver to the Department of State for
5587filing:
5588     1.  A certificate of registration in accordance with s.
5589620.8105.
5590     2.  A certificate of conversion, in accordance with s.
5591620.8105, which certificate of conversion must include:
5592     a.  A statement that the partnership was converted from
5593another organization.
5594     b.  The name and form of the converting organization and
5595the jurisdiction of its governing law.
5596     c.  A statement that the conversion was approved as
5597required by this act.
5598     d.  A statement that the conversion was approved in a
5599manner that complied with the converting organization's
5600governing law.
5601     e.  The effective time of the conversion, if other than the
5602time of the filing of the statement of conversion.
5603     (2)  A conversion becomes effective:
5604     (a)  If the converted organization is a partnership, at the
5605time specified in the plan of conversion or the certificate of
5606conversion, which may be as of or after the time of the filing
5607of the certificate of conversion, and, if the certificate of
5608conversion does not contain such an effective time, the
5609effective time shall be upon the filing of the certificate of
5610conversion with the Department of State, provided, if the
5611certificate has a delayed effective date, the certificate may
5612not be effective any later than the 90th day after the date it
5613was filed and provided further, the effective date shall not be
5614any earlier than the effective date of the statement of
5615registration filed with the Department of State for the
5616partnership in accordance with s. 620.8105.
5617     (b)  If the converted organization is not a partnership, as
5618provided by the governing law of the converted organization.
5619     620.8915  Effect of conversion.--
5620     (1)  An organization that has been converted pursuant to
5621this act is for all purposes the same entity that existed before
5622the conversion.
5623     (2)  When a conversion takes effect:
5624     (a)  Title to all real estate and other property, or any
5625interest therein, owned by the converting organization at the
5626time of its conversion remains vested in the converted
5627organization without reversion or impairment under this act.
5628     (b)  All debts, liabilities, and other obligations of the
5629converting organization continue as obligations of the converted
5630organization.
5631     (c)  An action or proceeding pending by or against the
5632converting organization may be continued as if the conversion
5633had not occurred.
5634     (d)  Except as prohibited by other law, all of the rights,
5635privileges, immunities, powers, and purposes of the converting
5636organization remain vested in the converted organization.
5637     (e)  Except as otherwise provided in the plan of
5638conversion, the terms and conditions of the plan of conversion
5639take effect.
5640     (f)  Except as otherwise agreed, the conversion does not
5641dissolve a converting limited partnership for purposes of this
5642act and ss. 620.8801-620.8807 shall not apply.
5643     (3)  A converted organization that is a foreign
5644organization consents to the jurisdiction of the courts of this
5645state to enforce any obligation owed by the converting
5646partnership, if before the conversion the converting partnership
5647was subject to suit in this state on the obligation. A converted
5648organization that is a foreign organization and not authorized
5649to transact business in this state shall appoint the Department
5650of State as its agent for service of process for purposes of
5651enforcing an obligation under this subsection. Service on the
5652Department of State under this subsection shall be made in the
5653same manner and with the same consequences as provided in s.
565448.141.
5655     (4)  A copy of the certificate of conversion, certified by
5656the Department of State, may be filed in any county of this
5657state in which the converting organization holds an interest in
5658real property.
5659     620.8916  Merger.--
5660     (1)  A partnership may merge with one or more other
5661constituent organizations pursuant to this section and ss.
5662620.8917-620.8919 and a plan of merger, if:
5663     (a)  The governing law of each of the other organizations
5664authorizes the merger.
5665     (b)  The merger is permitted by the law of each
5666jurisdiction that enacted those governing laws.
5667     (c)  Each of the other organizations complies with its
5668governing law in effecting the merger.
5669     (2)  A plan of merger must be in a record and must include:
5670     (a)  The name and form of each constituent organization.
5671     (b)  The name and form of the surviving organization.
5672     (c)  The terms and conditions of the merger, including the
5673manner and basis for converting the interests in each
5674constituent organization into any combination of money,
5675interests in the surviving organization, and other
5676consideration.
5677     (d)  Any amendments to be made by the merger to the
5678surviving organization's organizational documents.
5679     620.8917  Action on plan of merger by constituent
5680partnership.--
5681     (1)  A plan of merger must be consented to by all of the
5682partners of a constituent partnership. The consents required by
5683this subsection must be in, or evidenced by, a record.
5684     (2)  Subject to s. 620.8920 and any contractual rights,
5685after a merger is approved, and at any time before a filing is
5686made under s. 620.8918, a constituent partnership may amend the
5687plan or abandon the planned merger:
5688     (a)  As provided in the plan.
5689     (b)  Except as prohibited by the plan, with the same
5690consent as was required to approve the plan.
5691     620.8918  Filings required for merger; effective date.--
5692     (1)  After each constituent organization has approved a
5693merger, a certificate of merger must be signed on behalf of:
5694     (a)  Each preexisting constituent partnership, by all of
5695the partners of such partnership.
5696     (b)  Each other preexisting constituent organization, by an
5697authorized representative.
5698     (2)  The certificate of merger must include:
5699     (a)  The name and form of each constituent organization and
5700the jurisdiction of its governing law.
5701     (b)  The name and form of the surviving organization, the
5702jurisdiction of its governing law, and, if the surviving
5703organization is created by the merger, a statement to that
5704effect.
5705     (c)  The date the merger is effective under the governing
5706law of the surviving organization.
5707     (d)  Any amendments provided for in the plan of merger for
5708the organizational document that created the organization.
5709     (e)  A statement as to each constituent organization that
5710the merger was approved as required by the organization's
5711governing law.
5712     (f)  If the surviving organization is a foreign
5713organization not authorized to transact business in this state,
5714the street and mailing address of an office which the Department
5715of State may use for the purposes of subsection 620.8919(2).
5716     (g)  Any additional information required by the governing
5717law of any constituent organization.
5718     (3)  Each constituent partnership shall deliver to the
5719Department of State for filing a statement of registration in
5720accordance with s. 620.8105, if such statement was not
5721previously filed, and a certificate of merger in accordance with
5722s. 620.8105.
5723     (4)  A merger becomes effective under this act:
5724     (a)  If the surviving organization is a partnership, at the
5725time specified in the plan of merger or the certificate of
5726merger, which may be as of or after the time of the filing of
5727the certificate of merger, and, if the certificate of merger
5728does not contain such an effective time, the effective time
5729shall be upon the filing of the statement of merger with the
5730Department of State, provided, if the certificate has a delayed
5731effective date, the certificate may not be effective any later
5732than the 90th day after the date it was filed, and provided
5733further, the effective date shall not be any earlier than the
5734effective date of the statement of registration filed with the
5735Department of State for the partnership in accordance with s.
5736620.8105.
5737     (b)  If the surviving organization is not a partnership, as
5738provided by the governing law of the surviving organization.
5739     (5)  A certificate of merger shall act as a cancellation of
5740any statement of registration for purposes of s. 620.8105 for a
5741partnership that is a party to the merger that is not the
5742surviving organization, which cancellation shall be deemed filed
5743upon the effective date of the merger.
5744     620.8919  Effect of merger.--
5745     (1)  When a merger becomes effective:
5746     (a)  The surviving organization continues.
5747     (b)  Each constituent organization that merges into the
5748surviving organization ceases to exist as a separate entity.
5749     (c)  Title to all real estate and other property owned by
5750each constituent organization that ceases to exist vests in the
5751surviving organization without reversion or impairment.
5752     (d)  All debts, liabilities, and other obligations of each
5753constituent organization that ceases to exist continue as
5754obligations of the surviving organization.
5755     (e)  An action or proceeding pending by or against any
5756constituent organization that ceases to exist may be continued
5757as if the merger had not occurred.
5758     (f)  Except as prohibited by other law, all of the rights,
5759privileges, immunities, powers, and purposes of each constituent
5760organization that ceases to exist vest in the surviving
5761organization.
5762     (g)  Except as otherwise provided in the plan of merger,
5763the terms and conditions of the plan of merger take effect.
5764     (h)  Except as otherwise agreed, if a constituent
5765partnership ceases to exist, the merger does not dissolve the
5766partnership for purposes of this act, and ss. 620.8801-620.8807
5767shall not apply.
5768     (i)  Any amendments provided for in the certificate of
5769merger for the organizational document that created the
5770organization become effective.
5771     (2)  A surviving organization that is a foreign
5772organization consents to the jurisdiction of the courts of this
5773state to enforce any obligation owed by a constituent
5774organization, if before the merger the constituent organization
5775was subject to suit in this state on the obligation. A surviving
5776organization that is a foreign organization and not authorized
5777to transact business in this state shall appoint the Department
5778of State as its agent for service of process pursuant to the
5779provisions of s. 48.181.
5780     (3)  A copy of the certificate of merger, certified by the
5781Department of State, may be filed in any county of this state in
5782which a constituent organization holds an interest in real
5783property.
5784     620.8920  Restrictions on approval of conversions and
5785mergers and on relinquishing limited liability partnership
5786status.--
5787     (1)  If a partner of a converting or constituent
5788partnership will have personal liability with respect to a
5789converted or surviving organization, approval and amendment of a
5790plan of conversion or merger are ineffective without the consent
5791of the partner, unless:
5792     (a)  The partnership's partnership agreement provides for
5793the approval of the conversion or merger with the consent of
5794fewer than all the partners.
5795     (b)  The partner has consented to the provision of the
5796partnership agreement.
5797     (2)  An amendment to a statement of qualification of a
5798limited liability partnership which revokes its status as such
5799is ineffective without the consent of each general partner
5800unless:
5801     (a)  The limited liability partnership's partnership
5802agreement provides for the amendment with the consent of less
5803than all its partners.
5804     (b)  Each partner that does not consent to the amendment
5805has consented to the provision of the partnership agreement.
5806     (3)  A partner does not give the consent required by
5807subsection (1) or subsection (2) merely by consenting to a
5808provision of the partnership agreement which permits the
5809partnership agreement to be amended with the consent of fewer
5810than all the partners.
5811     620.8921  Liability of a partner after conversion or
5812merger.--
5813     (1)  A conversion or merger under this act does not
5814discharge any liability under ss. 620.8306 and 620.8703 of a
5815person that was a partner in or dissociated as a partner from a
5816converting or constituent partnership, but:
5817     (a)  The provisions of this act pertaining to the
5818collection or discharge of the liability continue to apply to
5819the liability.
5820     (b)  For the purposes of applying those provisions, the
5821converted or surviving organization is deemed to be the
5822converting or constituent partnership.
5823     (c)  If a person is required to pay any amount under this
5824subsection:
5825     1.  The person has a right of contribution from each other
5826person that was liable as a partner under s. 620.8306 when the
5827obligation was incurred and has not been released from the
5828obligation under s. 620.8703.
5829     2.  Any such rights of contribution and the relative
5830amounts of contribution shall be determined and settled in the
5831same manner as provided in s. 620.8807(3).
5832     (2)  In addition to any other liability provided by law:
5833     (a)  A person that immediately before a conversion or
5834merger became effective was a partner in a converting or
5835constituent partnership that was not a limited liability
5836partnership is personally liable on a transaction entered into
5837by the converted or surviving organization with a third party
5838after the conversion or merger becomes effective, if, at the
5839time the third party enters into the transaction, the third
5840party:
5841     1.  Does not have notice of the conversion or merger.
5842     2.  Reasonably believes that:
5843     a.  The converted or surviving business is the converting
5844or constituent partnership.
5845     b.  The converting or constituent partnership is not a
5846limited liability limited partnership.
5847     c.  The person is a partner in the converting or
5848constituent partnership.
5849     (b)  A person that was dissociated as a partner from a
5850converting or constituent partnership before the conversion or
5851merger became effective is personally liable on a transaction
5852entered into by the converted or surviving organization with a
5853third party after the conversion or merger becomes effective,
5854if:
5855     1.  Immediately before the conversion or merger became
5856effective the converting or surviving partnership was a not a
5857limited liability partnership.
5858     2.  At the time the third party enters into the transaction
5859fewer than 2 years have passed since the person dissociated as a
5860partner, and the third party:
5861     a.  Does not have notice of the dissociation.
5862     b.  Does not have notice of the conversion or merger.
5863     c.  Reasonably believes that the converted or surviving
5864organization is the converting or constituent partnership, the
5865converting or constituent limited partnership is not a limited
5866liability partnership, and the person is a partner in the
5867converting or constituent partnership.
5868     620.8922  Power of partners and persons dissociated as
5869partners to bind organization after conversion or merger.--
5870     (1)  An act of a person who immediately before a conversion
5871or merger became effective was a partner in a converting or
5872constituent partnership binds the converted or surviving
5873organization after the conversion or merger becomes effective,
5874if:
5875     (a)  Before the conversion or merger became effective, the
5876act would have bound the converting or constituent limited
5877partnership under s. 620.8301.
5878     (b)  At the time the third party enters into the
5879transaction, the third party:
5880     1.  Does not have notice of the conversion or merger.
5881     2.  Reasonably believes that the converted or surviving
5882business is the converting or constituent partnership and that
5883the person is a partner in the converting or constituent
5884partnership.
5885     (2)  An act of a person that before a conversion or merger
5886became effective was dissociated as a partner from a converting
5887or constituent partnership binds the converted or surviving
5888organization after the conversion or merger becomes effective,
5889if:
5890     (a)  Before the conversion or merger became effective, the
5891act would have bound the converting or constituent partnership
5892under s. 620.8301 if the person had been a partner.
5893     (b)  At the time the third party enters into the
5894transaction, fewer than 2 years have passed since the person
5895dissociated as a partner, and the third party:
5896     1.  Does not have notice of the dissociation.
5897     2.  Does not have notice of the conversion or merger.
5898     3.  Reasonably believes that the converted or surviving
5899organization is the converting or constituent partnership and
5900that the person is a partner in the converting or constituent
5901partnership.
5902     (3)  If a person having knowledge of the conversion or
5903merger causes a converted or surviving organization to incur an
5904obligation under subsection (1) or subsection (2), the person is
5905liable:
5906     (a)  To the converted or surviving organization for any
5907damage caused to the organization arising from the obligation.
5908     (b)  If another person is liable for the obligation, to
5909that other person for any damage caused to that other person
5910arising from the liability.
5911     620.8923  Application of other laws to provisions governing
5912conversions and mergers.--
5913     (1)  The provisions of ss. 620.8911-620.8922 do not
5914preclude an entity from being converted or merged under other
5915law.
5916     (2)  The provisions of ss. 620.8911-620.8922 do not
5917authorize any act prohibited by any other applicable law or
5918change the requirements of any law or rule regulating a specific
5919organization or industry, including, but not limited to, a not-
5920for-profit organization, insurance, banking or investment
5921establishment, or other regulated business or activity.
5922     Section 21.  Subsection (1) of section 620.9104, Florida
5923Statutes, is amended to read:
5924     620.9104  Activities not constituting transacting
5925business.--
5926     (1)  Activities of a foreign limited liability partnership
5927which do not constitute transacting business within the meaning
5928of ss. 620.9101-620.9105 include, but are not limited to:
5929     (a)  Maintaining, defending, or settling an action or
5930proceeding.;
5931     (b)  Holding meetings of its partners or carrying on any
5932other activity concerning its internal affairs.;
5933     (c)  Maintaining bank accounts in financial institutions.;
5934     (d)  Maintaining offices or agencies for the transfer,
5935exchange, and registration of the partnership's own securities
5936or maintaining trustees or depositories with respect to those
5937securities.;
5938     (e)  Selling through independent contractors.;
5939     (f)  Soliciting or obtaining orders, whether by mail or
5940through employees or agents or otherwise, if the orders require
5941acceptance outside this state before they become contracts.;
5942     (g)  Creating or acquiring indebtedness, mortgages, or
5943security interests in real or personal property.;
5944     (h)  Securing or collecting debts or foreclosing mortgages
5945or other security interests in property securing the debts, and
5946holding, protecting, and maintaining property so acquired.;
5947     (i)  Conducting an isolated transaction that is completed
5948within 30 days and is not one in the course of similar
5949transactions of like nature.; and
5950     (j)  Transacting business in interstate commerce.
5951     (k)  Owning and controlling a subsidiary corporation
5952incorporated in or transacting business within this state or
5953voting the stock of any corporation which it has lawfully
5954acquired.
5955     (l)  Owning a limited partnership interest in a limited
5956partnership that is doing business within this state, unless
5957such limited partner manages or controls the partnership or
5958exercises the powers and duties of a general partner.
5959     (m)  Owning, without more, real or personal property.
5960     Section 22.  Effective January 1, 2006:
5961     (1)  Section 608.4384, Florida Statutes, is repealed.
5962     (2)  Sections 620.101, 620.102, 620.103, 620.105, 620.1051,
5963620.106, 620.107, 620.108, 620.109, 620.112, 620.113, 620.114,
5964620.115, 620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
5965620.124, 620.125, 620.126, 620.127, 620.128, 620.129, 620.132,
5966620.133, 620.134, 620.135, 620.136, 620.137, 620.138, 620.139,
5967620.142, 620.143, 620.144, 620.145, 620.146, 620.147, 620.148,
5968620.149, 620.152, 620.153, 620.154, 620.155, 620.156, 620.157,
5969620.158, 620.159, 620.162, 620.163, 620.164, 620.165, 620.166,
5970620.167, 620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
5971620.176, 620.177, 620.178, 620.179, 620.182, 620.1835, 620.184,
5972620.185, 620.186, 620.187, 620.192, 620.201, 620.202, 620.203,
5973620.204, and 620.205, Florida Statutes, are repealed.
5974     (3)  Sections 620.8901, 620.8902, 620.8903, 620.8904,
5975620.8905, 620.8906, 620.8907, and 620.8908, Florida Statutes,
5976are repealed.
5977     Section 23.  Except as otherwise provided herein, this act
5978shall take effect January 1, 2006.


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