HB 0595CS

CHAMBER ACTION



1The Commerce Council 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's fees; providing limitations
31on payments 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; amending s.
42617.0505, F.S.; exempting certain private clubs organized
43as corporations from a prohibition against distributions
44made to members in certain circumstances; creating s.
45617.1108, F.S.; providing that certain statutory
46provisions related to mergers of corporations apply to
47not-for-profit corporations; creating ss. 620.1101-
48620.2205, F.S.; revising the Florida Revised Uniform
49Limited Partnership Act; providing a popular name;
50providing definitions; specifying conditions of knowledge
51and notice; providing for nature, purpose, and duration of
52limited partnerships; providing powers of limited
53partnerships; specifying the governing law relating to
54limited partnerships; providing supplemental principles of
55law; providing for application of certain rates of
56interest under certain circumstances; providing for names
57of limited partnerships; specifying certain fees of the
58Department of State for certain purposes; providing for
59effect of partnership agreements; providing for
60nonwaivable provisions; requiring limited partnerships to
61maintain certain required information; authorizing certain
62business transactions of partners with a partnership;
63providing for dual capacity of certain persons; requiring
64a designated office, registered office, and registered
65agent of a limited partnership; providing for change of
66designated office, registered office, or registered agent;
67providing for resignation of a registered agent; providing
68for service of process for certain purposes; providing for
69consent and proxies of partners; providing for formation
70of limited partnerships; providing for a certificate of
71limited partnership; providing for amendment or
72restatement of a certificate of partnership; providing for
73a certificate of dissolution; providing for a statement of
74termination; requiring certain records to be signed;
75providing for signing and filing of certain records
76pursuant to court order; providing for delivery to and
77filing of certain records by the Department of State;
78providing for effective dates and times of certain records
79and filings; providing for correcting certain filed
80records; providing for liability for false information in
81filed records; providing for a certificate of status;
82requiring delivery of annual reports to the department;
83providing conditions for becoming a partner; specifying
84absence of right or power of a limited partner to bind a
85limited partnership; providing for approval of certain
86rights; specifying absence of liability of limited partner
87for limited partnership obligations; specifying rights of
88limited partners and former limited partners to certain
89information; specifying limited duties of limited
90partners; specifying conditions of liability or lack of
91liability on the part of certain persons for certain
92partnership obligations under certain circumstances;
93specifying conditions for becoming a general partner;
94specifying a general partner as an agent for the limited
95partnership; specifying liability of limited partnership
96for certain actions of general partners; providing for
97liability of general partners; specifying certain actions
98by and against limited partnerships and general partners;
99specifying management rights of general partners;
100providing certain approval rights of other partners;
101specifying the right of general partners and former
102general partners to certain information; providing general
103standards of conduct for general partners; providing for
104form of certain contributions by partners; providing for
105liability for certain contributions; providing for sharing
106of profits, losses, and distributions; providing for
107interim distributions; specifying absence of right to
108receive a distribution upon dissociation; providing for
109distributions in kind; providing certain rights to
110distributions; providing limitations on distributions;
111providing for liability for certain improper
112distributions; providing for dissociation as limited
113partner under certain circumstances; providing for effect
114of dissociation as limited partner; providing for
115dissociation as general partner; specifying a person's
116power to dissociate as general under certain
117circumstances; specifying conditions and liability of
118wrongful dissociation; providing for effect of
119dissociation as general partner; providing to a
120dissociated general partner a power to bind and liability
121to a partnership before dissolution of the partnership;
122providing for certain liability of dissociated general
123partners; providing for a partner's transferable interest;
124providing for transfers of partner's transferable
125interest; providing rights of creditors of partners and
126transferees; providing for powers of estates of deceased
127partners; providing for nonjudicial dissolution of limited
128partnerships; providing for judicial dissolutions;
129providing for winding up activities of a limited
130partnership; providing for a power of a general partner
131and dissociated general partners to bind a partnership
132after dissolution; providing for liability of certain
133persons to the partnership after dissolution; providing
134for disposition of known claims against dissolved limited
135partnerships; providing for filing certain unknown claims
136against dissolved limited partnerships; providing for
137liability of certain persons for certain barred claims
138against a limited partnership; providing for
139administrative dissolution; providing for reinstatement
140after administrative dissolution; providing for appeals
141from reinstatement denials; providing for revocation of
142dissolution; providing for disposition of assets upon
143winding up of activities of a limited partnership;
144specifying when contributions are required; specifying the
145governing law relating to foreign limited partnerships;
146providing for applications for certificates of authority
147for foreign limited partnerships; specifying certain
148activities as not constituting transacting business by a
149foreign limited partnership; providing for filing a
150certificate of authority for foreign limited partnerships
151to transact business; prohibiting a foreign limited
152partnership from obtaining a certificate of authority for
153a noncomplying name; providing for revocation of a
154certificate of authority for foreign limited partnerships;
155providing for cancellation of a certificate of authority
156for a foreign limited partnership; providing for effect of
157failure to have a certificate; authorizing the Attorney
158General to bring actions to restrain foreign limited
159partnerships from transacting business under certain
160circumstances; providing for reinstatement after
161administrative revocation; providing for amending a
162certificate of authority; providing for direct actions by
163a partner against a limited partnership or another partner
164under certain circumstances; authorizing partners to
165maintain derivative actions for certain purposes;
166specifying proper plaintiff in derivative actions;
167specifying contents of certain pleadings; specifying
168distribution of proceeds in derivative actions; providing
169for court award of expenses and attorney fees under
170certain circumstances; providing definitions; providing
171for conversion of an organization to a limited partnership
172or a limited partnership to another organization;
173requiring a plan of conversion; specifying certain actions
174on a plan of conversion; requiring a certificate of
175conversion; specifying certain required filings with the
176Department of State for a conversion; providing for effect
177of conversion; providing for a merger of a limited
178partnership with certain organizations; requiring a plan
179of merger; specifying certain actions on a plan of merger;
180requiring a certificate of merger; specifying certain
181required filings for a merger; providing for effect of
182merger; providing restrictions on approval of conversions
183and mergers; providing for liability of a general partner
184after conversion or merger; providing for power of certain
185persons to bind an organization after conversion or
186merger; providing for appraisals of interests in certain
187limited partnerships; providing definitions; providing for
188appraisal rights of limited partners; providing for
189assertion of appraisal rights by nominees and beneficial
190owners; providing for notice of appraisal rights;
191providing for notice of intent to demand payment;
192providing for a written appraisal notice and form;
193providing for perfection of appraisal rights; providing a
194right to withdraw; providing for a limited partner's
195acceptance of certain offers; providing procedures for
196limited partners dissatisfied with limited partnership
197offers; providing for court action to determine fair value
198of certain demands for payment under certain
199circumstances; providing for award of court costs and
200attorney's fees; providing limitations on payments by
201limited partnerships under certain circumstances;
202providing for application of laws to provisions governing
203conversions and mergers; providing for uniformity of
204application and construction; providing severability;
205providing for application to the Electronic Signatures in
206Global and National Commerce Act; providing for
207application to existing business entities; amending ss.
208620.8103 and 620.8404, F.S., to conform; amending s.
209620.8105, F.S.; providing requirements for partnership
210registration statements, certificates of merger or
211conversion, and amended partnership registrations and
212certificates of merger or conversion; amending s.
213620.81055, F.S.; providing a fee for a certificate of
214conversion; creating ss. 620.8911-620.8923, F.S.;
215providing definitions; providing for conversion of certain
216organizations to a partnership or a partnership to another
217organization; providing requirements, criteria, and
218procedures for conversions; requiring a plan of
219conversion; requiring certain actions by a converting
220partnership on a plan of conversion; specifying certain
221required filings with the Department of State for a
222conversion; providing for effect of conversion; providing
223for a merger of a partnership with certain organizations;
224providing requirements, criteria, and procedures for
225mergers; requiring a plan of merger; specifying certain
226actions by a constituent partnership on a plan of merger;
227specifying certain requiring filings with the Department
228of State for a merger; providing for effect of merger;
229providing restrictions on approval of conversions and
230mergers; providing for liability of partners after
231conversion or merger; providing for power of certain
232persons to bind an organization after conversion or
233merger; providing construction relating to application of
234other laws to conversions and mergers; amending s.
235620.9104, F.S.; specifying additional activities not
236constituting transacting business; amending s. 607.11101,
237F.S.; deleting a requirement that a surviving entity
238record a certified copy of articles of merger in certain
239counties; conforming cross-references; repealing s.
240608.4384, F.S., relating to rights of members of limited
241liability companies dissenting to a merger; repealing ss.
242620.101, 620.102, 620.103, 620.105, 620.1051, 620.106,
243620.107, 620.108, 620.109, 620.112, 620.113, 620.114,
244620.115, 620.116, 620.117, 620.118, 620.119, 620.122,
245620.123, 620.124, 620.125, 620.126, 620.127, 620.128,
246620.129, 620.132, 620.133, 620.134, 620.135, 620.136,
247620.137, 620.138, 620.139, 620.142, 620.143, 620.144,
248620.145, 620.146, 620.147, 620.148, 620.149, 620.152,
249620.153, 620.154, 620.155, 620.156, 620.157, 620.158,
250620.159, 620.162, 620.163, 620.164, 620.165, 620.166,
251620.167, 620.168, 620.169, 620.172, 620.173, 620.174,
252620.175, 620.176, 620.177, 620.178, 620.179, 620.182,
253620.1835, 620.184, 620.185, 620.186, 620.187, 620.192,
254620.201, 620.202, 620.203, 620.204, and 620.205, F.S.,
255relating to the Florida Revised Uniform Limited
256Partnership Act (1986); repealing ss. 620.8901, 620.8902,
257620.8903, 620.8904, 620.8905, 6210.8906, 620.8907, and
258620.8908, F.S., relating to conversions of partnerships
259and limited partnerships under the Revised Uniform
260Partnership Act of 1995; providing effective dates.
261
262Be It Enacted by the Legislature of the State of Florida:
263
264     Section 1.  Sections 607.1112, 607.1113, 607.1114, and
265607.1115, Florida Statutes, are created to read:
266     607.1112  Conversion of domestic corporation into another
267business entity.--
268     (1)  As used in this section and ss. 607.1113 and 607.1114,
269the term "another business entity" or "other business entity"
270means a limited liability company; a common law or business
271trust or association; a real estate investment trust; a general
272partnership, including a limited liability partnership; a
273limited partnership, including a limited liability limited
274partnership; or any other domestic or foreign entity that is
275organized under a governing law or other applicable law,
276provided such term shall not include a corporation and shall not
277include any entity that has not been organized for profit.
278     (2)  Pursuant to a plan of conversion complying with and
279approved in accordance with this section, a domestic corporation
280may convert to another business entity organized under the laws
281of this state or any other state, the United States, a foreign
282country, or other foreign jurisdiction, if:
283     (a)  The domestic corporation converting to the other
284business entity complies with the applicable provisions of this
285chapter.
286     (b)  The conversion is permitted by the laws of the
287jurisdiction that enacted the applicable laws under which the
288other business entity is governed and the other business entity
289complies with such laws in effecting the conversion.
290     (3)  The plan of conversion shall set forth:
291     (a)  The name of the domestic corporation and the name and
292jurisdiction of organization of the other business entity to
293which the domestic corporation is to be converted.
294     (b)  The terms and conditions of the conversion, including
295the manner and basis of converting the shares, obligations, or
296other securities, or rights to acquire shares, obligations, or
297other securities, of the domestic corporation into the
298partnership interests, limited liability company interests,
299obligations, or other securities of the other business entity,
300including any rights to acquire any such interests, obligations,
301or other securities, or, in whole or in part, into cash or other
302consideration.
303     (c)  All statements required to be set forth in the plan of
304conversion by the laws under which the other business entity is
305governed.
306     (4)  The plan of conversion shall include, or have attached
307to it, the articles, certificate, registration, or other
308organizational document by which the other business entity has
309been or will be organized under its governing laws.
310     (5)  The plan of conversion may also set forth any other
311provisions relating to the conversion.
312     (6)  The plan of conversion shall be adopted and approved
313by the board of directors and shareholders of a domestic
314corporation in the same manner as a merger of a domestic
315corporation under s. 607.1103. Notwithstanding such requirement,
316if the other business entity is a partnership or limited
317partnership, no shareholder of the converting domestic
318corporation shall, as a result of the conversion, become a
319general partner of the partnership or limited partnership,
320unless such shareholder specifically consents in writing to
321becoming a general partner of such partnership or limited
322partnership and, unless such written consent is obtained from
323each such shareholder, such conversion shall not become
324effective under s. 607.1114. Any shareholder providing such
325consent in writing shall be deemed to have voted in favor of the
326plan of conversion pursuant to which the shareholder became a
327general partner.
328     (7)  Section 607.1103 and ss. 607.1301-607.1333 shall,
329insofar as they are applicable, apply to a conversion of a
330domestic corporation into another business entity in accordance
331with this chapter.
332     607.1113  Certificate of conversion.--
333     (1)  After a plan of conversion is approved by the board of
334directors and shareholders of a converting domestic corporation,
335such corporation shall deliver to the Department of State for
336filing a certificate of conversion which shall be executed by
337the domestic corporation as required by s. 607.0120 and shall
338set forth:
339     (a)  A statement that the domestic corporation has been
340converted into another business entity in compliance with this
341chapter and that the conversion complies with the applicable
342laws governing the other business entity.
343     (b)  A statement that the plan of conversion was approved
344by the converting domestic corporation in accordance with this
345chapter and, if applicable, a statement that the written consent
346of each shareholder of such domestic corporation who, as a
347result of the conversion, becomes a general partner of the
348surviving entity has been obtained pursuant to s. 607.1112(6).
349     (c)  The effective date of the conversion, which, subject
350to the limitations in s. 607.0123(2), may be on or after the
351date of filing the certificate of conversion but shall not be
352different than the effective date of the conversion under the
353laws governing the other business entity into which the domestic
354corporation has been converted.
355     (d)  The address, including street and number, if any, of
356the principal office of the other business entity under the laws
357of the state, country, or jurisdiction in which such other
358business entity was organized.
359     (e)  If the other business entity is a foreign entity and
360is not authorized to transact business in this state, a
361statement that the other business entity appoints the Secretary
362of State as its agent for service of process in a proceeding to
363enforce obligations of the converting domestic corporation,
364including any appraisal rights of shareholders of the converting
365domestic corporation under ss. 607.1301-607.1333 and the street
366and mailing address of an office which the Department of State
367may use for purposes of s. 607.1114(4).
368     (f)  A statement that the other business entity has agreed
369to pay any shareholders having appraisal rights the amount to
370which they are entitled under ss. 607.1301-607.1333.
371     (2)  A copy of the certificate of conversion, certified by
372the Department of State, may be filed in the official records of
373any county in this state in which the converting domestic
374corporation holds an interest in real property.
375     607.1114  Effect of conversion of domestic corporation into
376another business entity.--When a conversion becomes effective:
377     (1)  A domestic corporation that has been converted into
378another business entity pursuant to this chapter is for all
379purposes the same entity that existed before the conversion.
380     (2)  The title to all real property and other property, or
381any interest therein, owned by the domestic corporation at the
382time of its conversion into the other business entity remains
383vested in the converted entity without reversion or impairment
384by operation of this chapter.
385     (3)  The other business entity into which the domestic
386corporation was converted shall continue to be responsible and
387liable for all the liabilities and obligations of the converting
388domestic corporation, including liability to any shareholders
389having appraisal rights under ss. 607.1301-607.1333 with respect
390to such conversion.
391     (4)  Any claim existing or action or proceeding pending by
392or against any domestic corporation that is converted into
393another business entity may be continued as if the conversion
394did not occur. If the converted entity is a foreign entity, it
395shall be deemed to have consented to the jurisdiction of the
396courts of this state to enforce any obligation of the converting
397domestic corporation if, before the conversion, the converting
398domestic corporation was subject to suit in this state on the
399obligation. A converted entity that is a foreign entity and not
400authorized to transact business in this state shall appoint the
401Department of State as its agent for service of process for
402purposes of enforcing an obligation under this subsection,
403including any appraisal rights of shareholders under ss.
404607.1301-607.1333 to the extent applicable to the conversion.
405Service on the Department of State under this subsection shall
406be made in the same manner and with the same consequences as
407under s. 48.181.
408     (5)  Neither the rights of creditors nor any liens upon the
409property of a domestic corporation that is converted into
410another business entity under this chapter shall be impaired by
411such conversion.
412     (6)  The shares, obligations, and other securities, or
413rights to acquire shares, obligations, or other securities, of
414the domestic corporation shall be converted into the partnership
415interests, limited liability company interests, obligations, or
416other securities of the other business entity, including any
417rights to acquire any such interests, obligations, or other
418securities, or, in whole or in part, into cash, or other
419consideration, as provided in the plan of conversion. The former
420shareholders of the converting domestic corporation shall be
421entitled only to the rights provided in the plan of conversion
422and to their appraisal rights, if any, under ss. 607.1301-
423607.1333 or other applicable law.
424     607.1115  Conversion of another business entity to a
425domestic corporation.--
426     (1)  As used in this section, the term "other business
427entity" means a limited liability company; a common law or
428business trust or association; a real estate investment trust; a
429general partnership, including a limited liability partnership;
430a limited partnership, including a limited liability limited
431partnership; or any other domestic or foreign entity that is
432organized under a governing law or other applicable law,
433provided such term shall not include a corporation and shall not
434include any entity that has not been organized for profit.
435     (2)  Any other business entity may convert to a domestic
436corporation if the conversion is permitted by the laws of the
437jurisdiction that enacted the applicable laws governing the
438other business entity and the other business entity complies
439with such laws and the requirements of this section in effecting
440the conversion. The other business entity shall file with the
441Department of State in accordance with s. 607.0120:
442     (a)  A certificate of conversion that has been executed in
443accordance with s. 607.0120.
444     (b)  Articles of incorporation that comply with s. 607.0202
445and have been executed in accordance with s. 607.0120.
446     (3)  The certificate of conversion shall state:
447     (a)  The date on which, and the jurisdiction in which, the
448other business entity was first organized and, if the entity has
449changed, its jurisdiction immediately prior to its conversion.
450     (b)  The name of the other business entity immediately
451prior to the filing of the certificate of conversion to a
452corporation.
453     (c)  The name of the corporation as set forth in its
454articles of incorporation filed in accordance with subsection
455(2).
456     (d)  The delayed effective date or time, which, subject to
457the limitations in s. 607.0123(2),  shall be a date or time
458certain, of the conversion if the conversion is not to be
459effective upon the filing of the certificate of conversion and
460the articles of incorporation, provided such delayed effective
461date may not be different than the effective date and time of
462the articles of incorporation.
463     (4)  Upon the filing with the Department of State of the
464certificate of conversion and the articles of incorporation, or
465upon the delayed effective date or time of the certificate of
466conversion and the articles of incorporation, the other business
467entity shall be converted into a domestic corporation and the
468corporation shall thereafter be subject to all of the provisions
469of this chapter, except notwithstanding s. 607.0123, the
470existence of the corporation shall be deemed to have commenced
471when the other business entity commenced its existence in the
472jurisdiction in which the other business entity was first
473organized.
474     (5)  The conversion of any other business entity into a
475domestic corporation shall not affect any obligations or
476liabilities of the other business entity incurred prior to its
477conversion to a domestic corporation or the personal liability
478of any person incurred prior to such conversion.
479     (6)  When any conversion becomes effective under this
480section, for all purposes of the laws of this state, all of the
481rights, privileges, and powers of the other business entity that
482has been converted, and all property, real, personal, and mixed,
483and all debts due to such other business entity, as well as all
484other things and causes of action belonging to such other
485business entity, shall be vested in the domestic corporation
486into which it was converted and shall thereafter be the property
487of the domestic corporation as they were of the other business
488entity. Without limiting this provision, title to any real
489property, or any interest therein, vested by deed or otherwise
490in such other business entity at the time of conversion shall
491remain vested in the converted entity without reversion or
492impairment by operation of this chapter. All rights of creditors
493and all liens upon any property of such other business entity
494shall be preserved unimpaired, and all debts, liabilities, and
495duties of such other business entity shall thenceforth attach to
496the domestic corporation into which it was converted and may be
497enforced against the domestic corporation to the same extent as
498if said debts, liabilities, and duties had been incurred or
499contracted by the domestic corporation.
500     (7)  Unless otherwise agreed, or as required under
501applicable laws of states other than this state, the converting
502entity shall not be required to wind up its affairs or pay its
503liabilities and distribute its assets and the conversion shall
504not constitute a dissolution of such entity and shall constitute
505a continuation of the existence of the converting entity in the
506form of a domestic corporation.
507     (8)  Prior to filing a certificate of conversion with the
508Department of State, the conversion shall be approved in the
509manner provided for by the document, instrument, agreement, or
510other writing, as the case may be, governing the internal
511affairs of the other business entity or by other applicable law,
512as appropriate, and the articles of incorporation and bylaws of
513the corporation shall be approved by the same authorization
514required to approve the conversion. As part of such an approval,
515a plan of conversion or other record may describe the manner and
516basis of converting the partnership interests, limited liability
517company interests, obligations, or securities of, or other
518interests or rights in, the other business entity, including any
519rights to acquire any such interests, obligations, securities,
520or other rights, into shares of the domestic corporation, or
521rights to acquire shares, obligations, securities, or other
522rights, or, in whole or in part, into cash or other
523consideration. Such a plan or other record may also contain
524other provisions relating to the conversion, including without
525limitation the right of the other business entity to abandon a
526proposed conversion, or an effective date for the conversion
527that is not inconsistent with paragraph (2)(d).
528     Section 2.  Paragraph (a) of subsection (1) of section
529607.1302, Florida Statutes, is amended to read:
530     607.1302  Right of shareholders to appraisal.--
531     (1)  A shareholder of a domestic corporation is entitled to
532appraisal rights, and to obtain payment of the fair value of
533that shareholder's shares, in the event of any of the following
534corporate actions:
535     (a)  Consummation of a conversion of such corporation
536pursuant to s. 607.1112 if shareholder approval is required for
537the conversion and the shareholder is entitled to vote on the
538conversion under ss. 607.1103 and 607.1112(6), or the
539consummation of a merger to which such the corporation is a
540party if shareholder approval is required for the merger under
541by s. 607.1103 and the shareholder is entitled to vote on the
542merger or if such the corporation is a subsidiary and the merger
543is governed by s. 607.1104;
544     Section 3.  Subsections (1) and (5) of section 608.407,
545Florida Statutes, are amended, and subsection (6) is added to
546that section, to read:
547     608.407  Articles of organization.--
548     (1)  In order to form a limited liability company, articles
549of organization of a limited liability company shall be executed
550and filed with the Department of State by one or more members or
551authorized representatives of the limited liability company. The
552articles of organization shall set forth:
553     (a)  The name of the limited liability company.
554     (b)  The mailing address and the street address of the
555principal office of the limited liability company.
556     (c)  The name and street address of its initial registered
557agent for service of process in the state. The articles of
558organization shall include or be accompanied by the written
559statement required by s. 608.415.
560     (d)  Any other matters that the members elect to include in
561the articles of organization.
562     (5)  The fact that articles of organization are on file
563with the Department of State is notice that the entity formed in
564connection with the filing of the articles of organization is a
565limited liability company formed under the laws of this state
566and is notice of all other facts set forth in the articles of
567organization. If the articles of organization contain any
568information described in subsections (4) and (6), the articles
569of organization shall be deemed notice of that information as
570well, provided, if such information has been added or changed by
571an amendment or restatement of the articles of organization, the
572articles of organization shall not be deemed notice of such fact
573until 90 days after the effective date of such amendment or
574restatement.
575     (6)  The articles of organization may also, but need not,
576identify one or more persons authorized to serve as a manager or
577managing member and may describe any limitations upon the
578authority of a manager or managing member, provided a provision
579in the articles of organization limiting the authority of a
580manager or managing member to transfer real property held in the
581name of the limited liability company is not notice of the
582limitation, to a person who is not a member or manager of the
583limited liability company, unless the limitation appears in an
584affidavit, certificate, or other instrument that bears the name
585of the limited liability company and is recorded in the office
586for recording transfers of such real property.
587     Section 4.  Paragraph (a) of subsection (1) of section
588608.4225, Florida Statutes, is amended to read:
589     608.4225  General standards for managers and managing
590members.--
591     (1)  Subject to ss. 608.4226 and 608.423, each manager and
592managing member shall owe a duty of loyalty and a duty of care
593to the limited liability company and all of the members of the
594limited liability company.
595     (a)  Subject to s. 608.4226, the duty of loyalty is limited
596to includes, without limitation:
597     1.  Accounting to the limited liability company and holding
598as trustee for the limited liability company any property,
599profit, or benefit derived by such manager or managing member in
600the conduct or winding up of the limited liability company
601business or derived from a use by such manager or managing
602member of limited liability company property, including the
603appropriation of a limited liability company opportunity.
604     2.  Refraining from dealing with the limited liability
605company in the conduct or winding up of the limited liability
606company business as or on behalf of a party having an interest
607adverse to the limited liability company.
608     3.  Refraining from competing with the limited liability
609company in the conduct of the limited liability company business
610before the dissolution of the limited liability company.
611     Section 5.  Sections 608.4351, 608.4352, 608.4353,
612608.4354, 608.4355, 608.4356, 608.4357, 608.43575, 608.4358,
613608.43585, 608.4359, and 608.43595, Florida Statutes, are
614created to read:
615     608.4351  Appraisal rights; definitions.--The following
616definitions apply to this section and ss. 608.4352-608.43595:
617     (1)  "Affiliate" means a person that directly or
618indirectly, through one or more intermediaries, controls, is
619controlled by, or is under common control with another person.
620For purposes of s. 608.4352(2)(d), a person is deemed to be an
621affiliate of its senior executives.
622     (2)  "Appraisal event" means an event described in s.
623608.4352(1).
624     (3)  "Beneficial member" means a person who is the
625beneficial owner of a membership interest held in a voting trust
626or by a nominee on the beneficial owner's behalf.
627     (4)  "Converted entity" means the other business entity
628into which a domestic limited liability company converts
629pursuant to ss. 608.4401-608.4404.
630     (5)  "Fair value" means the value of the member's
631membership interests determined:
632     (a)  Immediately before the effectuation of the appraisal
633event to which the member objects.
634     (b)  Using customary and current valuation concepts and
635techniques generally employed for similar businesses in the
636context of the transaction requiring appraisal, excluding any
637appreciation or depreciation in anticipation of the transaction
638to which the member objects unless exclusion would be
639inequitable to the limited liability company and its remaining
640members.
641     (6)  "Interest" means interest from the effective date of
642the appraisal event to which the member objects until the date
643of payment, at the rate of interest determined for judgments in
644accordance with s. 55.03, determined as of the effective date of
645the appraisal event.
646     (7)  "Limited liability company" means the domestic limited
647liability company that issued the membership interest held by a
648member demanding appraisal, and for matters covered in ss.
649608.4352-608.43595, includes the converted entity in a
650conversion or the surviving entity in a merger.
651     (8)  "Record member" means each person who is identified as
652a member in the current list of members maintained in accordance
653with s. 608.4101 by the limited liability company, or to the
654extent the limited liability company has failed to maintain a
655current list, each person that is the rightful owner of a
656membership interest in the limited liability company. An
657assignee of a membership interest is not a record member.
658     (9)  "Senior executive" means a manager or managing member
659or the chief executive officer, chief operating officer, chief
660financial officer, or anyone in charge of a principal business
661unit or function of a limited liability company or of a manager
662or managing member of the limited liability company.
663     (10)  "Member" means a record member or a beneficial
664member.
665     (11)  "Membership interest" has the same meaning set forth
666in s. 608.402, except, if the appraisal rights of a member under
667s. 608.4352 pertain to only a certain class or series of a
668membership interest, the term "membership interest" means only
669the membership interest pertaining to such class or series.
670     (12)  "Surviving entity " means the other business entity
671into which a domestic limited liability company is merged
672pursuant to ss. 608.438-608.4383.
673     608.4352  Right of members to appraisal.--
674     (1)  A member of a domestic limited liability company is
675entitled to appraisal rights, and to obtain payment of the fair
676value of that member's membership interest, in the following
677events:
678     (a)  Consummation of a merger of such limited liability
679company pursuant to this act and the member possessed the right
680to vote upon the merger; or
681     (b)  Consummation of a conversion of such limited liability
682company pursuant to this act and the member possessed the right
683to vote upon the conversion.
684     (2)  Notwithstanding subsection (1), the availability of
685appraisal rights shall be limited in accordance with the
686following provisions:
687     (a)  Appraisal rights shall not be available for membership
688interests which are:
689     1.  Listed on the New York Stock Exchange or the American
690Stock Exchange or designated as a national market system
691security on an interdealer quotation system by the National
692Association of Securities Dealers, Inc.; or
693     2.  Not listed or designated as provided in subparagraph 1.
694but are issued by a limited liability company that has at least
695500 members and all membership interests of the limited
696liability company, including membership interests that are
697limited to a right to receive distributions, have a market value
698of at least $10 million, exclusive of the value of any such
699interests held by its managing members, managers, and other
700senior executives owning more than 10 percent of the rights to
701receive distributions from the limited liability company.
702     (b)  The applicability of paragraph (a) shall be determined
703as of the date fixed to determine the members entitled to
704receive notice of, and to vote upon, the appraisal event.
705     (c)  Paragraph (a) shall not apply, and appraisal rights
706shall be available pursuant to subsection (1), for any members
707who are required by the appraisal event to accept for their
708membership interests anything other than cash or a proprietary
709interest of an entity that satisfies the standards set forth in
710paragraph (a) at the time the appraisal event becomes effective.
711     (d)  Paragraph (a) shall not apply, and appraisal rights
712shall be available pursuant to subsection (1), for the holders
713of a membership interest if:
714     1.  Any of the members' interests in the limited liability
715company or the limited liability company's assets are being
716acquired or converted, whether by merger, conversion, or
717otherwise, pursuant to the appraisal event by a person, or by an
718affiliate of a person, who:
719     a.  Is, or at any time in the 1-year period immediately
720preceding approval of the appraisal event was, the beneficial
721owner of 20 percent or more of those interests in the limited
722liability company entitled to vote on the appraisal event,
723excluding any such interests acquired pursuant to an offer for
724all interests having such voting rights if such offer was made
725within 1 year prior to the appraisal event for consideration of
726the same kind and of a value equal to or less than that paid in
727connection with the appraisal event; or
728     b.  Directly or indirectly has, or at any time in the 1-
729year period immediately preceding approval of the appraisal
730event had, the power, contractually or otherwise, to cause the
731appointment or election of any senior executives; or
732     2.  Any of the members' interests in the limited liability
733company or the limited liability company's assets are being
734acquired or converted, whether by merger, conversion, or
735otherwise, pursuant to the appraisal event by a person, or by an
736affiliate of a person, who is, or at any time in the 1-year
737period immediately preceding approval of the appraisal event
738was, a senior executive of the limited liability company or a
739senior executive of any affiliate of the limited liability
740company, and that senior executive will receive, as a result of
741the limited liability company action, a financial benefit not
742generally available to members, other than:
743     a.  Employment, consulting, retirement, or similar benefits
744established separately and not as part of or in contemplation of
745the appraisal event;
746     b.  Employment, consulting, retirement, or similar benefits
747established in contemplation of, or as part of, the appraisal
748event that are not more favorable than those existing before the
749appraisal event or, if more favorable, that have been approved
750by the limited liability company; or
751     c.  In the case of a managing member or manager of the
752limited liability company who will, during or as the result of
753the appraisal event, become a managing member, manager, general
754partner, or director of the surviving or converted entity or one
755of its affiliates, those rights and benefits as a managing
756member, manager, general partner, or director that are provided
757on the same basis as those afforded by the surviving or
758converted entity generally to other managing members, managers,
759general partners, or directors of the surviving or converted
760entity or its affiliate.
761     (e)  For the purposes of subparagraph (d)1.a. only, the
762term "beneficial owner" means any person who, directly or
763indirectly, through any contract, arrangement, or understanding,
764other than a revocable proxy, has or shares the right to vote,
765or to direct the voting of, an interest in a limited liability
766company with respect to approval of the appraisal event,
767provided a member of a national securities exchange shall not be
768deemed to be a beneficial owner of an interest in a limited
769liability company held directly or indirectly by it on behalf of
770another person solely because such member is the recordholder of
771interests in the limited liability company if the member is
772precluded by the rules of such exchange from voting without
773instruction on contested matters or matters that may affect
774substantially the rights or privileges of the holders of the
775interests in the limited liability company to be voted. When two
776or more persons agree to act together for the purpose of voting
777such interests, each member of the group formed thereby shall be
778deemed to have acquired beneficial ownership, as of the date of
779such agreement, of all voting interests in the limited liability
780company beneficially owned by any member of the group.
781     (3)  A member entitled to appraisal rights under this
782section and ss. 608.4353-608.43595 may not challenge a completed
783appraisal event unless the appraisal event:
784     (a)  Was not effectuated in accordance with the applicable
785provisions of this section and ss. 608.4353-608.43595, or the
786limited liability company's articles of organization or
787operating agreement; or
788     (b)  Was procured as a result of fraud or material
789misrepresentation.
790     (4)  A limited liability company may modify, restrict, or
791eliminate the appraisal rights provided in this section and ss.
792608.4353-608.43595 in its operating agreement.
793     608.4353  Assertion of rights by nominees and beneficial
794owners.--
795     (1)  A record member may assert appraisal rights as to
796fewer than all the membership interests registered in the record
797member's name which are owned by a beneficial member only if the
798record member objects with respect to all membership interests
799of the class or series owned by that beneficial member and
800notifies the limited liability company in writing of the name
801and address of each beneficial member on whose behalf appraisal
802rights are being asserted. The rights of a record member who
803asserts appraisal rights for only part of the membership
804interests of the class or series held of record in the record
805member's name under this subsection shall be determined as if
806the membership interests to which the record member objects and
807the record member's other membership interests were registered
808in the names of different record members.
809     (2)  A beneficial member may assert appraisal rights as to
810a membership interest held on behalf of the member only if such
811beneficial member:
812     (a)  Submits to the limited liability company the record
813member's written consent to the assertion of such rights no
814later than the date referred to in s. 608.4356(2)(b)2.
815     (b)  Does so with respect to all membership interests of
816the class or series that are beneficially owned by the
817beneficial member.
818     608.4354  Notice of appraisal rights.--
819     (1)  If a proposed appraisal event is to be submitted to a
820vote at a members' meeting, the meeting notice must state that
821the limited liability company has concluded that members are,
822are not, or may be entitled to assert appraisal rights under
823this act.
824     (2)  If the limited liability company concludes that
825appraisal rights are or may be available, a copy of ss.
826608.4351-608.43595 must accompany the meeting notice sent to
827those record members entitled to exercise appraisal rights.
828     (3)  If the appraisal event is to be approved other than by
829a members' meeting, the notice referred to in subsection (1)
830must be sent to all members at the time that consents are first
831solicited, whether or not consents are solicited from all
832members, and include the materials described in s. 608.4356.
833     608.4355  Notice of intent to demand payment.--
834     (1)  If a proposed appraisal event is submitted to a vote
835at a members' meeting, or is submitted to a member pursuant to a
836consent vote, a member who is entitled to and who wishes to
837assert appraisal rights with respect to any class or series of
838membership interests:
839     (a)  Must deliver to a manager or managing member of the
840limited liability company before the vote is taken, or within 20
841days after receiving the notice pursuant to s. 608.4353(3) if
842action is to be taken without a member meeting, written notice
843of such person's intent to demand payment if the proposed
844appraisal event is effectuated.
845     (b)  Must not vote, or cause or permit to be voted, any
846membership interests of such class or series in favor of the
847appraisal event.
848     (2)  A person who may otherwise be entitled to appraisal
849rights, but who does not satisfy the requirements of subsection
850(1), is not entitled to payment under ss. 608.4351-608.43595.
851     608.4356  Appraisal notice and form.--
852     (1)  If the proposed appraisal event becomes effective, the
853limited liability company must deliver a written appraisal
854notice and form required by paragraph (2)(a) to all members who
855satisfied the requirements of s. 608.4355.
856     (2)  The appraisal notice must be sent no earlier than the
857date the appraisal event became effective and no later than 10
858days after such date and must:
859     (a)  Supply a form that specifies the date that the
860appraisal event became effective and that provides for the
861member to state:
862     1.  The member's name and address.
863     2.  The number, classes, and series of membership interests
864as to which the member asserts appraisal rights.
865     3.  That the member did not vote for the transaction.
866     4.  Whether the member accepts the limited liability
867company's offer as stated in subparagraph (b)4.
868     5.  If the offer is not accepted, the member's estimated
869fair value of the membership interests and a demand for payment
870of the member's estimated value plus interest.
871     (b)  State:
872     1.  Where the form described in paragraph (a) must be sent.
873     2.  A date by which the limited liability company must
874receive the form, which date may not be fewer than 40 nor more
875than 60 days after the date the appraisal notice and form
876described in this subsection are sent, and that the member shall
877have waived the right to demand appraisal with respect to the
878membership interests unless the form is received by the limited
879liability company by such specified date.
880     3.  In the case of membership interests represented by a
881certificate, the location at which certificates for such
882certificated membership interests must be deposited, if that
883action is required by the limited liability company, and the
884date by which those certificates must be deposited, which date
885may not be earlier than the date for receiving the required form
886under subparagraph 2.
887     4.  The limited liability company's estimate of the fair
888value of the membership interests.
889     5.  An offer to each member who is entitled to appraisal
890rights to pay the limited liability company's estimate of fair
891value set forth in subparagraph 4.
892     6.  That, if requested in writing, the limited liability
893company will provide to the member so requesting, within 10 days
894after the date specified in subparagraph 2., the number of
895members who return the forms by the specified date and the total
896number of membership interests owned by them.
897     7.  The date by which the notice to withdraw under s.
898608.4357 must be received, which date must be within 20 days
899after the date specified in subparagraph 2.
900     (c)  Be accompanied by:
901     1.  Financial statements of the limited liability company
902that issued the membership interests to be appraised, consisting
903of a balance sheet as of the end of the fiscal year ending not
904more than 15 months prior to the date of the limited liability
905company's appraisal notice, an income statement for that year, a
906cash flow statement for that year, and the latest available
907interim financial statements, if any.
908     2.  A copy of ss. 608.4351-608.43595.
909     608.4357  Perfection of rights; right to withdraw.--
910     (1)  A member who wishes to exercise appraisal rights must
911execute and return the form received pursuant to s. 608.4356(1)
912and, in the case of certificated membership interests and if the
913limited liability company so requires, deposit the member's
914certificates in accordance with the terms of the notice by the
915date referred to in the notice pursuant to s. 608.4356(2)(b)2.
916Once a member deposits that member's certificates or, in the
917case of uncertificated membership interests, returns the
918executed form described in s. 608.4356(2), the member loses all
919rights as a member, unless the member withdraws pursuant to
920subsection (3).  Upon receiving a demand for payment from a
921member who holds an uncertificated membership interest, the
922limited liability company shall make an appropriate notation of
923the demand for payment in its records.
924     (2)  The limited liability company may restrict the
925transfer of such membership interests from the date the member
926delivers the items required by subsection (1).
927     (3)  A member who has complied with subsection (1) may
928nevertheless decline to exercise appraisal rights and withdraw
929from the appraisal process by so notifying the limited liability
930company in writing by the date set forth in the appraisal notice
931pursuant to s. 608.4356(2)(b)7. A member who fails to so
932withdraw from the appraisal process may not thereafter withdraw
933without the limited liability company's written consent.
934     (4)  A member who does not execute and return the form and,
935in the case of certificated membership interests, deposit that
936member's certificates, if so required by the limited liability
937company, each by the date set forth in the notice described in
938subsection (2), shall not be entitled to payment under this
939chapter.
940     (5)  If the member's right to receive fair value is
941terminated other than by the purchase of the membership interest
942by the limited liability company, all rights of the member, with
943respect to such membership interest, shall be reinstated
944effective as of the date the member delivered the items required
945by subsection (1), including the right to receive any
946intervening payment or other distribution with respect to such
947membership interest, or, if any such rights have expired or any
948such distribution other than a cash payment has been completed,
949in lieu thereof at the election of the limited liability
950company, the fair value thereof in cash as determined by the
951limited liability company as of the time of such expiration or
952completion, but without prejudice otherwise to any action or
953proceeding of the limited liability company that may have been
954taken by the limited liability company on or after the date the
955member delivered the items required by subsection (1).
956     608.43575  Member's acceptance of limited liability
957company's offer.--
958     (1)  If the member states on the form provided in s.
959608.4356(1) that the member accepts the offer of the limited
960liability company to pay the limited liability company's
961estimated fair value for the membership interest, the limited
962liability company shall make such payment to the member within
96390 days after the limited liability company's receipt of the
964items required by s. 608.4357(1).
965     (2)  Upon payment of the agreed value, the member shall
966cease to have any interest in the membership interest.
967     608.4358  Procedure if member is dissatisfied with offer.--
968     (1)  A member who is dissatisfied with the limited
969liability company's offer as set forth pursuant to s.
970608.4356(2)(b)5. must notify the limited liability company on
971the form provided pursuant to s. 608.4356(1) of the member's
972estimate of the fair value of the membership interest and demand
973payment of that estimate plus interest.
974     (2)  A member who fails to notify the limited liability
975company in writing of the member's demand to be paid the
976member's estimate of the fair value plus interest under
977subsection (1) within the timeframe set forth in s.
978608.4356(2)(b)2. waives the right to demand payment under this
979section and shall be entitled only to the payment offered by the
980limited liability company pursuant to s. 608.4356(2)(b)5.
981     608.43585  Court action.--
982     (1)  If a member makes demand for payment under s. 608.4358
983which remains unsettled, the limited liability company shall
984commence a proceeding within 60 days after receiving the payment
985demand and petition the court to determine the fair value of the
986membership interest and accrued interest. If the limited
987liability company does not commence the proceeding within the
98860-day period, any member who has made a demand pursuant to s.
989608.4358 may commence the proceeding in the name of the limited
990liability company.
991     (2)  The proceeding shall be commenced in the appropriate
992court of the county in which the limited liability company's
993principal office in this state is located or, if none, the
994county in which its registered agent is located. If the limited
995liability company is a foreign limited liability company without
996a registered agent in this state, the proceeding shall be
997commenced in the county in this state in which the principal
998office or registered agent of the domestic limited liability
999company was located at the time of the appraisal event.
1000     (3)  All members, whether or not residents of this state,
1001whose demands remain unsettled shall be made parties to the
1002proceeding as in an action against their membership interests.
1003The limited liability company shall serve a copy of the initial
1004pleading in such proceeding upon each member party who is a
1005resident of this state in the manner provided by law for the
1006service of a summons and complaint and upon each nonresident
1007member party by registered or certified mail or by publication
1008as provided by law.
1009     (4)  The jurisdiction of the court in which the proceeding
1010is commenced under subsection (2) is plenary and exclusive. If
1011it so elects, the court may appoint one or more persons as
1012appraisers to receive evidence and recommend a decision on the
1013question of fair value. The appraisers shall have the powers
1014described in the order appointing them or in any amendment to
1015the order. The members demanding appraisal rights are entitled
1016to the same discovery rights as parties in other civil
1017proceedings. There shall be no right to a jury trial.
1018     (5)  Each member made a party to the proceeding is entitled
1019to judgment for the amount of the fair value of such member's
1020membership interests, plus interest, as found by the court.
1021     (6)  The limited liability company shall pay each such
1022member the amount found to be due within 10 days after final
1023determination of the proceedings. Upon payment of the judgment,
1024the member shall cease to have any interest in the membership
1025interests.
1026     608.4359  Court costs and counsel fees.--
1027     (1)  The court in an appraisal proceeding shall determine
1028all costs of the proceeding, including the reasonable
1029compensation and expenses of appraisers appointed by the court.
1030The court shall assess the costs against the limited liability
1031company, except that the court may assess costs against all or
1032some of the members demanding appraisal, in amounts the court
1033finds equitable, to the extent the court finds such members
1034acted arbitrarily, vexatiously, or not in good faith with
1035respect to the rights provided by this chapter.
1036     (2)  The court in an appraisal proceeding may also assess
1037the fees and expenses of counsel and experts for the respective
1038parties, in amounts the court finds equitable:
1039     (a)  Against the limited liability company and in favor of
1040any or all members demanding appraisal if the court finds the
1041limited liability company did not substantially comply with ss.
1042608.4353 and 608.4356; or
1043     (b)  Against either the limited liability company or a
1044member demanding appraisal, in favor of any other party, if the
1045court finds that the party against whom the fees and expenses
1046are assessed acted arbitrarily, vexatiously, or not in good
1047faith with respect to the rights provided by this chapter.
1048     (3)  If the court in an appraisal proceeding finds that the
1049services of counsel for any member were of substantial benefit
1050to other members similarly situated, and that the fees for those
1051services should not be assessed against the limited liability
1052company, the court may award to such counsel reasonable fees to
1053be paid out of the amounts awarded the members who were
1054benefited.
1055     (4)  To the extent the limited liability company fails to
1056make a required payment pursuant to s. 608.43575, the member may
1057sue directly for the amount owed and, to the extent successful,
1058shall be entitled to recover from the limited liability company
1059all costs and expenses of the suit, including attorney's fees.
1060     608.43595  Limitation on limited liability company
1061payment.--
1062     (1)  No payment shall be made to a member seeking appraisal
1063rights if, at the time of payment, the limited liability company
1064is unable to meet the distribution standards of s. 608.428. In
1065such event, the member shall, at the member's option:
1066     (a)  Withdraw the notice of intent to assert appraisal
1067rights, which shall in such event be deemed withdrawn with the
1068consent of the limited liability company; or
1069     (b)  Retain the status as a claimant against the limited
1070liability company and, if the limited liability company is
1071liquidated, be subordinated to the rights of creditors of the
1072limited liability company but have rights superior to the
1073members not asserting appraisal rights and if it is not
1074liquidated, retain the right to be paid for the membership
1075interest, which right the limited liability company shall be
1076obliged to satisfy when the restrictions of this section do not
1077apply.
1078     (2)  The member shall exercise the option under paragraph
1079(1)(a) or paragraph (1)(b) by written notice filed with the
1080limited liability company within 30 days after the limited
1081liability company has given written notice that the payment for
1082the membership interests cannot be made because of the
1083restrictions of this section. If the member fails to exercise
1084the option, the member shall be deemed to have withdrawn the
1085notice of intent to assert appraisal rights.
1086     Section 6.  Subsection (1), paragraphs (a), (d), (e), and
1087(f) of subsection (3), and paragraph (d) of subsection (4) of
1088section 608.438, Florida Statutes, are amended to read:
1089     608.438  Merger of limited liability company.--
1090     (1)  As used in this section and ss. 608.4381-608.4383
1091608.4384, the term "other business entity" or "another business
1092entity" means includes a corporation, a limited liability
1093company, a common law or business trust or association, a real
1094estate investment trust, a common law trust, an unincorporated
1095business, a general partnership, including a limited liability
1096partnership, a limited partnership, including a limited
1097liability limited partnership, a limited liability company other
1098than a limited liability company organized under the laws of
1099this chapter, or any other domestic or foreign entity that is
1100organized under a governing law or other formed pursuant to the
1101requirements of applicable law.
1102     (3)  The plan of merger shall set forth:
1103     (a)  The name of each limited liability company and the
1104name and jurisdiction of formation, organization, or
1105incorporation of each other business entity planning to merge,
1106and the name of the surviving or resulting limited liability
1107company or other business entity into which each other limited
1108liability company or other business entity plans to merge, which
1109is, in this section and in ss. 608.4381-608.4383 608.4384,
1110designated as the surviving entity.
1111     (d)  If a partnership is to be the surviving entity, the
1112names and business addresses of the general partners of the
1113surviving entity.
1114     (e)  If a limited liability company is to be the surviving
1115entity, and management thereof is vested in one or more managers
1116or managing members, the names and business addresses of such
1117managers or managing members.
1118     (d)(f)  All statements required to be set forth in the plan
1119of merger by the laws under which each other business entity
1120that is a party to the merger is formed, organized, or
1121incorporated.
1122     (4)  The plan of merger may set forth:
1123     (d)  A statement of, or a statement of the method of
1124determining, the "fair value," as defined in s. 608.4351
1125608.4384(1)(b), of an interest in any domestic limited liability
1126company that is a party to the merger.
1127     Section 7.  Subsection (2), paragraphs (c), (d), (e), and
1128(f) of subsection (4), and subsection (6) of section 608.4381,
1129Florida Statutes, are amended to read:
1130     608.4381  Action on plan of merger.--
1131     (2)  In addition to the approval required by subsection
1132(1), if the surviving entity is a partnership or limited
1133partnership, no member of a limited liability company that is a
1134party to the merger shall, as a result of the merger, become a
1135general partner of such partnership or limited partnership the
1136surviving entity unless such member specifically consents in
1137writing to becoming a general partner of such partnership or
1138limited partnership, the surviving entity and unless such
1139written consent is obtained from each such member who, as a
1140result of the merger, would become a general partner of the
1141surviving entity, such merger shall not become effective under
1142s. 608.4383. Any member providing such consent in writing shall
1143be deemed to have voted in favor of the plan of merger for
1144purposes of ss. 608.4351-608.43595 s. 608.4384.
1145     (4)  The notification required by subsection (3) shall be
1146in writing and shall include:
1147     (c)  The statement or statements required by ss. 608.4351-
1148608.43595 regarding availability of appraisal rights, if any, to
1149members of the limited liability company A clear and concise
1150statement that, if the plan of merger is effected, members
1151dissenting therefrom may be entitled, if they comply with the
1152provisions of s. 608.4384 regarding the rights of dissenting
1153members, to be paid the fair value of their interests, which
1154shall be accompanied by a copy of s. 608.4384.
1155     (d)  A statement of, or a statement of the method of
1156determining, the "fair value," as defined in s. 608.4384(1)(b),
1157of an interest in the limited liability company, in the case of
1158a limited liability company in which management is not reserved
1159to its members, as determined by the managers of such limited
1160liability company, which statement may consist of a reference to
1161the applicable provisions of such limited liability company's
1162articles of organization or operating agreement that determine
1163the fair value of an interest in the limited liability company
1164for such purposes, and which shall constitute an offer by the
1165limited liability company to purchase at such fair value any
1166interests of a "dissenter," as defined in s. 608.4384(1)(a),
1167unless and until such dissenter's right to receive the fair
1168value of the dissenter's interests in the limited liability
1169company is terminated pursuant to s. 608.4384(8).
1170     (d)(e)  The date on which such notification was mailed or
1171delivered to the members.
1172     (e)(f)  Any other information concerning the plan of
1173merger.
1174     (6)  A plan of merger may provide for the manner, if any,
1175in which the plan of merger may be amended at any time before
1176the effective date of the merger, except after the approval of
1177the plan of merger by the members of a limited liability company
1178that is a party to the merger, the plan of merger may not be
1179amended to:
1180     (a)  Change the amount or kind of interests, partnership
1181interests, shares, obligations, other securities, cash, rights,
1182or any other property to be received by the members of such
1183limited liability company in exchange for or on conversion of
1184their interests;
1185     (b)  If the surviving entity is a limited liability
1186company, change any term of the articles of organization or the
1187operating agreement of the surviving entity, except for changes
1188that otherwise could be adopted without the approval of the
1189members of the surviving entity;
1190     (c)  If the surviving entity is not a limited liability
1191company, change any term of the articles of incorporation or
1192comparable governing document of the surviving entity, except
1193for changes that otherwise could be adopted by the board of
1194directors or comparable representatives of the surviving entity;
1195or
1196     (d)  Change any of the terms and conditions of the plan of
1197merger if any such change, alone or in the aggregate, would
1198materially and adversely affect the members, or any class or
1199group of members, of such limited liability company.
1200
1201If an amendment to a plan of merger is made in accordance the
1202plan and articles of merger have been filed with the Department
1203of State, an amended certificate articles of merger executed by
1204each limited liability company and other business entity that is
1205a party to the merger shall be filed with the Department of
1206State prior to the effective date of the merger.
1207     Section 8.  Section 608.4382, Florida Statutes, is amended
1208to read:
1209     608.4382  Certificate Articles of merger.--
1210     (1)  After a plan of merger is approved by each limited
1211liability company and each other business entity that is a party
1212to the merger, the surviving entity shall deliver to the
1213Department of State for filing a certificate articles of merger,
1214which shall be executed by each limited liability company and by
1215each other business entity as required by applicable law, and
1216which shall set forth:
1217     (a)  The plan of merger.
1218     (b)  A statement that the plan of merger was approved by
1219each limited liability company that is a party to the merger in
1220accordance with the applicable provisions of this chapter, and,
1221if applicable, a statement that the written consent of each
1222member of such limited liability company who, as a result of the
1223merger, becomes a general partner of the surviving entity has
1224been obtained pursuant to s. 608.4381(2).
1225     (c)  A statement that the plan of merger was approved by
1226each domestic partnership that is a party to the merger in
1227accordance with the applicable provisions of chapter 620.
1228     (d)  A statement that the plan of merger was approved by
1229each domestic corporation that is a party to the merger in
1230accordance with the applicable provisions of chapter 607.
1231     (e)  A statement that the plan of merger was approved by
1232each other business entity that is a party to the merger, other
1233than limited liability companies, partnerships, and corporations
1234formed, organized, or incorporated under the laws of this state,
1235in accordance with the applicable laws of the state, country, or
1236jurisdiction under which such other business entity is formed,
1237organized, or incorporated.
1238     (f)  The effective date of the merger, which may be on or
1239after the date of filing the certificate articles of merger,
1240subject to the limitations in s. 608.409(2),; provided, if the
1241certificate articles of merger does do not provide for an
1242effective date of the merger, the effective date shall be the
1243date on which the certificate articles of merger is are filed.
1244     (g)  If the surviving entity is another business entity
1245formed, organized, or incorporated under the laws of any state,
1246country, or jurisdiction other than this state:
1247     1.  The address, including street and number, if any, of
1248its principal office under the laws of the state, country, or
1249jurisdiction in which it was formed, organized, or incorporated.
1250     2.  If the surviving entity is a foreign entity and is not
1251authorized to transact business in this state, a statement that
1252the surviving entity appoints is deemed to have appointed the
1253Secretary of State as its agent for service of process in a
1254proceeding to enforce obligations any obligation or the rights
1255of dissenting members of each limited liability company that
1256merged into such entity, including any appraisal rights of its
1257members under ss. 608.4351-608.43595, and the street and mailing
1258address of an office which the Department of State may use for
1259purposes of s. 48.181 is a party to the merger.
1260     3.  A statement that the surviving entity has agreed to
1261promptly pay to any members with appraisal rights the dissenting
1262members of each limited liability company that is a party to the
1263merger the amount, if any, to which such dissenting members are
1264entitled under ss. 608.4351-608.43595 s. 608.4384.
1265     (2)  A copy of the certificate articles of merger,
1266certified by the Department of State, may be filed in the
1267official records of any office of the official who is the
1268recording officer of each county in this state in which any real
1269property of a party to the merger holds an interest in real
1270property other than the surviving entity is situated.
1271     Section 9.  Subsections (2), (3), and (7) of section
1272608.4383, Florida Statutes, are amended to read:
1273     608.4383  Effect of merger.--When a merger becomes
1274effective:
1275     (2)  The title to all real estate and other property, or
1276any interest therein, owned by each domestic limited liability
1277company and other business entity that is a party to the merger
1278is vested in the surviving entity without reversion or
1279impairment by reason of this chapter. The surviving entity shall
1280record a certified copy of the articles of merger in any county
1281in which a merging entity holds an interest in real property.
1282     (3)  The surviving entity shall thereafter be responsible
1283and liable for all the liabilities and obligations of each
1284limited liability company and other business entity that is a
1285party to the merger, including liabilities arising out of the
1286appraisal rights under ss. 608.4351-608.43595 of dissenters with
1287respect to such merger under applicable law.
1288     (7)  The interests, partnership and membership interests,
1289shares, obligations, or other securities and other interests,
1290and the rights to acquire such interests, partnership interests,
1291shares, obligations, or other securities and other interests, of
1292each limited liability company and other business entity that is
1293a party to the merger shall be converted into interests,
1294partnership and membership interests, shares, obligations, or
1295other securities and other interests, or rights to such
1296securities, obligations, or other interests, of the surviving
1297entity or any other limited liability company or other business
1298entity or, in whole or in part, into cash or other property as
1299provided in the plan of merger, and the former members of each
1300limited liability company merging into another business entity
1301holders of interests, partnership interests, shares,
1302obligations, or other securities, or rights to such securities,
1303shall be entitled only to the rights provided in the plan of
1304merger and to their appraisal rights as dissenters, if any,
1305under ss. 608.4351-608.43595 s. 608.4384, ss. 607.1301-607.1320,
1306s. 620.205, or other applicable law.
1307     Section 10.  Section 608.439, Florida Statutes, is amended
1308to read:
1309     608.439  Conversion of certain entities to a limited
1310liability company.--
1311     (1)  As used in this section, the term "other business
1312entity" or "another business entity" means a common law or
1313business trust or association;, a real estate investment trust;,
1314a general partnership common law trust, or any other
1315unincorporated business, including a limited liability
1316partnership;, a limited partnership, whether general (including
1317a registered limited liability limited partnership;) or any
1318other domestic or foreign entity that is organized under a
1319governing law or other applicable law, provided such term shall
1320not include a domestic limited (including a registered limited
1321liability limited partnership) or a foreign limited liability
1322company.
1323     (2)  Any other business entity may convert to a domestic
1324limited liability company if the conversion is permitted by the
1325laws of the jurisdiction that enacted the statute or other
1326applicable law governing the other business entity and the other
1327business entity complies with such laws and the requirements of
1328this section in effecting the conversion. The other business
1329entity shall file with by complying with subsection (8) and
1330filing in the Department of State in accordance with s.
1331608.4081:
1332     (a)  A certificate of conversion to a limited liability
1333company that has been executed by one or more authorized persons
1334in accordance with s. 608.408.; and
1335     (b)  Articles of organization that comply with s. 608.407
1336and have been executed by one or more authorized persons in
1337accordance with s. 608.408.
1338     (3)  The certificate of conversion to a limited liability
1339company shall state:
1340     (a)  The date on which and jurisdiction in which the other
1341entity was first organized created, formed, or otherwise came
1342into being and, if it has changed, its jurisdiction immediately
1343prior to its conversion to a domestic limited liability
1344company.;
1345     (b)  The name of the other entity immediately prior to the
1346filing of the certificate of conversion. to a limited liability
1347company;
1348     (c)  The name of the limited liability company as set forth
1349in its articles of organization filed in accordance with
1350subsection (2).; and
1351     (d)  Subject to the limitations in s. 608.409(2), the
1352delayed future effective date or time (which shall be a date or
1353time certain) of the conversion to a limited liability company
1354if it is not to be effective upon the filing of the certificate
1355of conversion to a limited liability company and the articles of
1356organization, provided such delayed effective date and time may
1357not be different than the effective date of the articles of
1358organization.
1359     (4)  Upon the filing in the Department of State of the
1360certificate of conversion to a limited liability company and the
1361articles of organization or upon the delayed future effective
1362date or time of the certificate of conversion to a limited
1363liability company and the articles of organization, the other
1364entity shall be converted into a domestic limited liability
1365company and the limited liability company shall thereafter be
1366subject to all of the provisions of this chapter, except that
1367notwithstanding s. 608.409, the existence of the limited
1368liability company shall be deemed to have commenced when on the
1369date the other entity commenced its existence in the
1370jurisdiction in which the other entity was first organized
1371created, formed, incorporated, or otherwise came into being.
1372     (5)  The conversion of any other entity into a domestic
1373limited liability company shall not affect any obligations or
1374liabilities of the other entity incurred prior to its conversion
1375into to a domestic limited liability company or the personal
1376liability of any person incurred prior to such conversion.
1377     (6)  When any conversion becomes effective under this
1378section, for all purposes of the laws of this state, all of the
1379rights, privileges, and powers of the other entity that has
1380converted, and all property, real, personal, and mixed, and all
1381debts due to such other entity, as well as all other things and
1382causes of action belonging to such other entity, shall be vested
1383in the domestic limited liability company into which it was
1384converted and shall thereafter be the property of the domestic
1385limited liability company as they were of the other entity that
1386has converted, and the title to any real property vested by deed
1387or otherwise in such other entity shall not revert or be in any
1388way impaired by reason of this chapter, but all rights of
1389creditors and all liens upon any property of such other entity
1390shall be preserved unimpaired, and all debts, liabilities, and
1391duties of the other entity that has converted shall thenceforth
1392attach to the domestic limited liability company and may be
1393enforced against it to the same extent as if said debts,
1394liabilities, and duties had been incurred or contracted by it.
1395     (7)  Unless otherwise agreed, or as required under
1396applicable non-Florida law, the converting entity shall not be
1397required to wind up its affairs or pay its liabilities and
1398distribute its assets, and the conversion shall not constitute a
1399dissolution of the converting such entity and shall constitute a
1400continuation of the existence of the converting entity in the
1401form of a domestic limited liability company.
1402     (8)  Prior to filing a certificate of conversion to limited
1403liability company with the Department of State, the conversion
1404shall be approved in the manner provided for by the document,
1405instrument, agreement, or other writing, as the case may be,
1406governing the internal affairs of the other entity and the
1407conduct of its business or by applicable law, as appropriate,
1408and the articles of organization or operating agreement shall be
1409approved by the same authorization required to approve the
1410conversion. As part of such an approval, a plan of conversion or
1411other record may describe the manner and basis of converting the
1412shares, partnership interests, limited liability company
1413interests, obligations, or securities of, or other interests in,
1414the other business entity which is to be converted, or any
1415rights to acquire any such shares, interests, obligations, or
1416other securities, into limited liability company interests,
1417obligations, or other securities of the domestic limited
1418liability company, or rights to acquire interests, obligations,
1419or other securities, or, in whole or in part, into cash or other
1420consideration. Such a plan or other record may also contain
1421other provisions relating to the conversion, including without
1422limitation the right of the other business entity to abandon a
1423proposed conversion, or an effective date for the conversion
1424that is not inconsistent with paragraph (3)(d).
1425     (9)  The provisions of this section shall not be construed
1426to limit the accomplishment of a change in the law governing, or
1427the domicile of, any other entity to this state by any other
1428means provided for in the articles of organization or operating
1429agreement or other agreement or as otherwise permitted by law,
1430including by the amendment of the articles of organization or
1431operating agreement or other agreement.
1432     Section 11.  Sections 608.4401, 608.4402, 608.4403, and
1433608.4404, Florida Statutes, are created to read:
1434     608.4401  Conversion of a domestic limited liability
1435company into another business entity.--
1436     (1)  As used in this section and ss. 608.4402, 608.4403,
1437and 608.4404, the term "other business entity" or "another
1438business entity" means a corporation; a common law or business
1439trust or association; a real estate investment trust; a general
1440partnership, including a limited liability partnership; a
1441limited partnership, including a limited liability limited
1442partnership; or any other domestic or foreign entity that is
1443organized under a governing law or other applicable law,
1444provided such term shall not include a domestic limited
1445liability company.
1446     (2)  Pursuant to a plan of conversion complying and
1447approved in accordance with this section and s. 608.4402, a
1448domestic limited liability company may convert to another
1449business entity organized under the laws of this state or any
1450other state, the United States, a foreign country, or any other
1451foreign jurisdiction, if:
1452     (a)  The domestic limited liability company converting to
1453the other business entity complies with the applicable
1454provisions of this chapter and any applicable terms in its
1455articles of organization and operating agreement.
1456     (b)  The conversion is permitted by the laws of the
1457jurisdiction that enacted the law or other applicable law under
1458which the other business entity is governed and the other
1459business entity complies with such laws in effecting the
1460conversion.
1461     (3)  The plan of conversion shall set forth:
1462     (a)  The name of the domestic limited liability company and
1463the name and jurisdiction of the other business entity into
1464which the domestic limited liability company is to be converted.
1465     (b)  The terms and conditions of the conversion, including
1466the manner and basis of converting the limited liability company
1467interests or other securities, or any rights to acquire limited
1468liability company interests or other securities, of the domestic
1469limited liability company into the partnership interests,
1470shares, obligations, securities, or other interests in the other
1471business entity, or any rights to acquire any partnership
1472interests, shares, obligations, securities, or other interests,
1473or, in whole or in part, into cash or other consideration.
1474     (c)  The statements required to be set forth in the plan of
1475conversion by the laws under which the other business entity is
1476governed.
1477     (4)  The plan of conversion shall include, or have
1478attached, the articles, certificate, registration, or other
1479organizational document by which the other business entity has
1480been organized under its governing law.
1481     (5)  A plan of conversion may provide for the manner, if
1482any, in which the plan of conversion may be amended at any time
1483before the effective date of the conversion, except after the
1484approval of the plan of conversion by the members of the limited
1485liability company to be converted, the plan of conversion may
1486not be amended to:
1487     (a)  Change the amount or kind of  partnership interests,
1488shares, obligations, securities, cash, rights, or any other
1489consideration to be received by the members of such limited
1490liability company in exchange for or on conversion of their
1491member interests in or other securities of the limited liability
1492company;
1493     (b)  Change any term of the articles of incorporation or
1494organization, bylaws, partnership or operating agreement, or
1495comparable governing document of the surviving entity, except
1496for changes that otherwise could be adopted without approval of
1497the members approving the plan of conversion; or
1498     (c)  Change any of the terms and conditions of the plan of
1499conversion if any such change, alone or in the aggregate, would
1500materially and adversely affect the members, or any class or
1501group of members, of such limited liability company.
1502
1503If an amendment to a plan of conversion is made in accordance
1504with the plan of conversion and a certificate of conversion has
1505been filed with the Department of State, an amended certificate
1506of conversion executed by the limited liability company shall be
1507filed with the Department of State prior to the effective date
1508of the conversion.
1509     (6)  The plan of conversion may also set forth any other
1510provisions relating to the conversion, including, without
1511limitation, a statement of the method of determining, the fair
1512value, as defined in s 608.4351, of an interest in the limited
1513liability company.
1514     608.4402  Action on plan of conversion.--
1515     (1)  Unless the articles of organization or the operating
1516agreement of a limited liability company requires a greater than
1517majority vote, the plan of conversion shall be approved in
1518writing by a majority of the managers who are members of a
1519converting limited liability company in which management is not
1520reserved to its members. If no manager is a member, the plan of
1521conversion shall be approved by vote of the members as set forth
1522in this section. Unless the articles of organization or the
1523operating agreement of the converting limited liability company
1524requires a greater than majority vote or provides for another
1525method of determining the voting rights of each of its members,
1526and whether or not management is reserved to its members, the
1527plan of conversion shall be approved in writing by a majority-
1528in-interest of the members of the converting limited liability
1529company and, if applicable, the vote of each member shall be
1530weighted in accordance with s. 608.4231, provided, unless the
1531articles of organization or the operating agreement of the
1532converting limited liability company requires a greater than
1533majority vote or provides for another method of determining the
1534voting rights of each of its members, if there is more than one
1535class or group of members, the conversion shall be approved by a
1536majority-in-interest of the members of each such class or group,
1537and, if applicable, the vote of each member shall be weighted in
1538accordance with s. 608.4231.
1539     (2)  In addition to the approval required by subsection
1540(1), if the other business entity is a partnership or limited
1541partnership, no member of a converting limited liability company
1542shall become a general partner of such partnership or limited
1543partnership as a result of the conversion unless such member
1544specifically consents in writing to becoming a general partner
1545of such partnership or limited partnership, and, unless such
1546written consent is obtained from each such member, the
1547conversion shall not become effective under s. 608.4404. Any
1548member providing such consent in writing shall also be deemed to
1549have voted in favor of the plan of conversion for purposes of
1550ss. 608.4351-608.43595.
1551     (3)  All members of the limited liability company to be
1552converted shall be given written notice of any meeting or other
1553action with respect to the approval of a plan of conversion as
1554provided in subsections (4) and (5), not fewer than 30 or more
1555than 60 days before the date of the meeting at which the plan of
1556conversion shall be submitted for approval by the members of
1557such limited liability company, provided, if the plan of
1558conversion is submitted to the members of the limited liability
1559company for their written approval or other action without a
1560meeting, such notification shall be given to each member not
1561fewer than 30 or more than 60 days before the effective date of
1562the conversion. Pursuant to s. 608.455, the notification
1563required by this subsection may be waived in writing by any
1564person entitled to such notification.
1565     (4)  The notification required by subsection (3) shall be
1566in writing and shall include:
1567     (a)  The date, time, and place of the meeting, if any, at
1568which the plan of conversion is to be submitted for approval by
1569the members of the limited liability company or, if the plan of
1570conversion is to be submitted for written approval or by other
1571action without a meeting, a statement to that effect.
1572     (b)  A copy or summary of the plan of conversion.
1573     (c)  The statement or statements required by ss. 608.4351-
1574608.43595 concerning availability of appraisal rights, if any,
1575to members of the limited liability company.
1576     (d)  The date on which such notification was mailed or
1577delivered to the members.
1578     (e)  Any other information concerning the plan of
1579conversion.
1580     (5)  The notification required by subsection (3) shall be
1581deemed to be given at the earliest date of:
1582     (a)  The date such notification is received;
1583     (b)  Five days after the date such notification is
1584deposited in the United States mail addressed to the member at
1585the member's address as it appears in the books and records of
1586the limited liability company, with postage thereon prepaid;
1587     (c)  The date shown on the return receipt, if sent by
1588registered or certified mail, return receipt requested, and the
1589receipt is signed by or on behalf of the addressee; or
1590     (d)  The date such notification is given in accordance with
1591the provisions of the articles of organization or the operating
1592agreement of the limited liability company.
1593     (6)  Unless the converting limited liability company's
1594articles of organization or operating agreement or the plan of
1595conversion provide otherwise, notwithstanding the prior approval
1596of the plan of conversion by the managers or members of a
1597converting limited liability company in which management is not
1598reserved to its members, and at any time prior to the filing of
1599the certificate of conversion with the Department of State, the
1600planned conversion may be abandoned, subject to any contractual
1601rights, by such limited liability company by the affirmative
1602vote of a majority of its managers without further action by its
1603members, in accordance with the procedure set forth in the plan
1604of conversion, or if none is set forth in such plan, in the
1605manner determined by the managers of such limited liability
1606company.
1607     608.4403  Certificate of conversion.--
1608     (1)  After a plan of conversion is approved by a converting
1609limited liability company, the limited liability company shall
1610deliver to the Department of State for filing a certificate of
1611conversion, which shall be executed by the converting limited
1612liability company, and which shall set forth:
1613     (a)  A statement that the limited liability company has
1614been converted into another business entity in compliance with
1615this chapter and that the conversion complies with the law or
1616other applicable law governing the other business entity.
1617     (b)  A statement that the plan of conversion was approved
1618by the converting limited liability company in accordance with
1619this chapter and, if applicable, a statement that the written
1620consent of each member of such limited liability company who, as
1621a result of the conversion, becomes a general partner of the
1622surviving entity has been obtained pursuant to s. 608.4402(2).
1623     (c)  The effective date of the conversion, which, subject
1624to the limitations in s. 608.409(2), may be on or after the date
1625of filing the certificate of conversion, but which shall not be
1626different than the effective date of the conversion under the
1627laws governing the other business entity into which the limited
1628liability company has been converted.
1629     (d)  The address, including street and number, if any, of
1630the principal office of the other business entity under the laws
1631of the state, country, or jurisdiction in which such entity was
1632organized.
1633     (e)  If the other business entity is a foreign entity and
1634is not authorized to transact business in this state, a
1635statement that the other business entity appoints the Secretary
1636of State as its agent for service of process in a proceeding to
1637enforce obligations of the converting limited liability company,
1638including any appraisal rights of its members under ss.
1639608.4351-608.43595 and the street and mailing address of an
1640office which the Department of State may use for purposes of s.
164148.181.
1642     (f)  A statement that the other business entity has agreed
1643to pay to any members having appraisal rights the amount to
1644which such members are entitled under ss. 608.4351-608.43595.
1645     (2)  A copy of the certificate of conversion, certified by
1646the Department of State, may be filed in the official records of
1647any county in this state in which the converting limited
1648liability company holds an interest in real property.
1649     608.4404  Effect of conversion.--When a conversion becomes
1650effective:
1651     (1)  A domestic limited liability company that has been
1652converted into another business entity pursuant to this chapter
1653is for all purposes the same entity that existed before the
1654conversion.
1655     (2)  The title to all real property and other property, or
1656any interest therein, owned by the domestic limited liability
1657company at the time of its conversion into the other business
1658entity remains vested in the converted entity without reversion
1659or impairment by operation of this chapter.
1660     (3)  The other business entity into which the domestic
1661limited liability company was converted shall continue to be
1662responsible and liable for all the liabilities and obligations
1663of such limited liability company, including any liability to
1664members having appraisal rights under ss. 608.4351-608.43595
1665with respect to such conversion.
1666     (4)  Any claim existing or action or proceeding pending by
1667or against any domestic limited liability company that is
1668converted into another business entity may be continued as if
1669the conversion did not occur. If the  converted entity is a
1670foreign entity, such entity shall be deemed to have consented to
1671the jurisdiction of the courts of this state to enforce any
1672obligation of the converting domestic limited liability company
1673if, before the conversion, the converting domestic limited
1674liability company was subject to suit in this state on the
1675obligation. A converted entity that is a foreign entity and not
1676authorized to transact business in this state appoints the
1677Department of State as its agent for service of process for
1678purposes of enforcing an obligation under this subsection,
1679including any appraisal rights of members under ss. 608.4351-
1680608.43595 to the extent applicable to the conversion. Service on
1681the Department of State under this subsection is made in the
1682same manner and with the same consequences as under s. 48.181.
1683     (5)  Neither the rights of creditors nor any liens upon the
1684property of a domestic limited liability company that is
1685converted into another business entity under this chapter shall
1686be impaired by such conversion.
1687     (6)  The member interests, obligations, and other
1688securities, or rights to acquire any member interests,
1689obligations, or other securities, of the domestic limited
1690liability company shall be converted into the shares,
1691partnership interests, interests, obligations, or other
1692securities of the other business entity, including any rights to
1693acquire any such shares, interests, obligations, or other
1694securities, or, in whole or in part, into cash or other
1695consideration as provided in the plan of conversion. The former
1696members of the converting domestic limited liability company
1697shall be entitled only to the rights provided in the plan of
1698conversion and to their appraisal rights, if any, under ss.
1699608.4351-608.43595 or other applicable law.
1700     Section 12.  Subsection (3) of section 608.452, Florida
1701Statutes, is amended, subsections (9) and (10) of that section
1702are renumbered as subsections (10) and (11), respectively, and
1703new subsection (9) is added to that section, to read:
1704     608.452  Fees of the Department of State.--The fees of the
1705Department of State under this chapter are as follows:
1706     (3)  For filing a certificate articles of merger of limited
1707liability companies or other business entities, $25 per
1708constituent party to the merger, unless a specific fee is
1709required for a party in other applicable law.
1710     (9)  For filing a certificate of conversion of a limited
1711liability company, $25.
1712     Section 13.  Subsection (16) of section 617.0302, Florida
1713Statutes, is amended to read:
1714     617.0302  Corporate powers.--Every corporation not for
1715profit organized under this act, unless otherwise provided in
1716its articles of incorporation or bylaws, shall have power to:
1717     (16)  Merge with other corporations or other business
1718entities, both for profit and not for profit, domestic and
1719foreign, if the surviving corporation or other surviving
1720business entity is a corporation not for profit or other
1721business entity that has been organized as a not-for-profit
1722entity under a governing statute or other applicable law that
1723permits such a merger.
1724     Section 14.  Subsection (1) of section 617.0505, Florida
1725Statutes, is amended to read:
1726     617.0505  Payment of dividends and distribution of income
1727to members prohibited; issuance of certificates of membership;
1728effect of stock issued under prior law.--
1729     (1)  A dividend may not be paid, and any part of the income
1730or profit of a corporation may not be distributed, to its
1731members, directors, or officers. A private club that is
1732established for social, pleasure, or recreational purposes and
1733organized as a corporation of which the equity interests are
1734held by the members may purchase the equity membership interest
1735of any member and the payment for such interest is not a
1736distribution for purposes of this section. A corporation may pay
1737compensation in a reasonable amount to its members, directors,
1738or officers for services rendered, may confer benefits upon its
1739members in conformity with its purposes, and, upon dissolution
1740or final liquidation, may make distributions to its members as
1741permitted by this act. If expressly permitted by its articles of
1742incorporation, a corporation may make distributions upon partial
1743liquidation to its members, as permitted by this section. Any
1744such payment, benefit, or distribution does not constitute a
1745dividend or a distribution of income or profit for purposes of
1746this section.  Any corporation which is a utility exempt from
1747regulation under s. 367.022(7), whose articles of incorporation
1748state that it is exempt from taxation under s. 501(c)(12) of the
1749Internal Revenue Code, may make such refunds to its members,
1750prior to a dissolution or liquidation, as its managing board
1751deems necessary to establish or preserve its tax-exempt status.  
1752Any such refund does not constitute a dividend or a distribution
1753of income or profit for purposes of this section.
1754     Section 15.  Section 617.1108, Florida Statutes, is created
1755to read:
1756     617.1108  Merger of domestic corporation and other business
1757entities.--Subject to s. 617.0302(16) and other applicable
1758provisions of this chapter, ss. 607.1108, 607.1109, and
1759607.11101 shall apply to a merger involving a corporation not
1760for profit organized under this act and one or more other
1761business entities identified in s. 607.1108(1).
1762     Section 16.  Sections 620.1101, 620.1102, 620.1103,
1763620.1104, 620.1105, 620.1106, 620.1107, 620.1108, 620.1109,
1764620.1110, 620.1111, 620.1112, 620.1113, 620.1114, 620.1115,
1765620.1116, 620.1117, 620.1118, 620.1201, 620.1202, 620.1203,
1766620.1204, 620.1205, 620.1206, 620.1207, 620.1208, 620.1209,
1767620.1210, 620.1301, 620.1302, 620.1303, 620.1304, 620.1305,
1768620.1306, 620.1401, 620.1402, 620.1403, 620.1404, 620.1405,
1769620.1406, 620.1407, 620.1408, 620.1501, 620.1502, 620.1503,
1770620.1504, 620.1505, 620.1506, 620.1507, 620.1508, 620.1509,
1771620.1601, 620.1602, 620.1603, 620.1604, 620.1605, 620.1606,
1772620.1607, 620.1701, 620.1702, 620.1703, 620.1704, 620.1801,
1773620.1802, 620.1803, 620.1804, 620.1805, 620.1806, 620.1807,
1774620.1808, 620.1809, 620.1810, 620.1811, 620.1812, 620.1813,
1775620.1901, 620.1902, 620.1903, 620.1904, 620.1905, 620.1906,
1776620.1907, 620.1908, 620.1909, 620.1910, 620.2001, 620.2002,
1777620.2003, 620.2004, 620.2005, 620.2101, 620.2102, 620.2103,
1778620.2104, 620.2105, 620.2106, 620.2107, 620.2108, 620.2109,
1779620.2110, 620.2111, 620.2112, 620.2113, 620.2114, 620.2115,
1780620.2116, 620.2117, 620.2118, 620.2119, 620.2120, 620.2121,
1781620.2122, 620.2123, 620.2124, 620.2125, 620.2201, 620.2202,
1782620.2203, 620.2204, and 620.2205, Florida Statutes, are created
1783to read:
1784     620.1101  Popular name.--This section and sections
1785620.1102-620.2205 may be cited as the "Florida Revised Uniform
1786Limited Partnership Act of 2005."
1787     620.1102  Definitions.--As used in this act:
1788     (1)  "Act" means the Florida Revised Uniform Limited
1789Partnership Act of 2005, as amended.
1790     (2)  "Certificate of limited partnership" means the
1791certificate required by s. 620.1201. The term includes the
1792certificate as amended or restated.
1793     (3)  "Contribution," except in the phrase "right of
1794contribution," means any benefit provided by a person to a
1795limited partnership in order to become a partner or in the
1796person's capacity as a partner.
1797     (4)  "Debtor in bankruptcy" means a person that is the
1798subject of:
1799     (a)  An order for relief under Title 11 U.S.C. or a
1800comparable order under a successor statute of general
1801application; or
1802     (b)  A comparable order under federal, state, or foreign
1803law governing insolvency.
1804     (5)  "Designated office" means:
1805     (a)  With respect to a limited partnership, the office that
1806the limited partnership is required to designate and maintain
1807under s. 620.1114.
1808     (b)  With respect to a foreign limited partnership, its
1809principal office.
1810     (6)  "Distribution" means a transfer of money or other
1811property from a limited partnership to a partner in the
1812partner's capacity as a partner or to a transferee on account of
1813a transferable interest owned by the transferee.
1814     (7)  "Foreign limited liability limited partnership" means
1815a foreign limited partnership whose general partners have
1816limited liability for the obligations of the foreign limited
1817partnership under a provision similar to s. 620.1404(3).
1818     (8)  "Foreign limited partnership" means a partnership
1819formed under the laws of a jurisdiction other than this state
1820and required by those laws to have one or more general partners
1821and one or more limited partners. The term includes a foreign
1822limited liability limited partnership.
1823     (9)  "General partner" means:
1824     (a)  With respect to a limited partnership, a person that:
1825     1.  Becomes a general partner under s. 620.1401; or
1826     2.  Was a general partner in a limited partnership when the
1827limited partnership became subject to this act under s.
1828620.2204(1) or (2).
1829     (b)  With respect to a foreign limited partnership, a
1830person that has rights, powers, and obligations similar to those
1831of a general partner in a limited partnership.
1832     (10)  "Limited liability limited partnership," except in
1833the phrase "foreign limited liability limited partnership,"
1834means a limited partnership whose certificate of limited
1835partnership states that the limited partnership is a limited
1836liability limited partnership, or which was a limited liability
1837limited partnership when the limited partnership became subject
1838to this act under s. 620.2204(1) or (2).
1839     (11)  "Limited partner" means:
1840     (a)  With respect to a limited partnership, a person that:
1841     1.  Becomes a limited partner under s. 620.1301; or
1842     2.  Was a limited partner in a limited partnership when the
1843limited partnership became subject to this act under subsection
1844620.2204(1) or (2).
1845     (b)  With respect to a foreign limited partnership, a
1846person that has rights, powers, and obligations similar to those
1847of a limited partner in a limited partnership.
1848     (12)  "Limited partnership," except in the phrases "foreign
1849limited partnership" and "foreign limited liability limited
1850partnership," means an entity, having one or more general
1851partners and one or more limited partners, which is formed under
1852this act by two or more persons or becomes subject to this act
1853as the result of a conversion or merger under this act, or which
1854was a limited partnership governed by the laws of this state
1855when this act became a law and became subject to this act under
1856s. 620.2204(1) or (2). The term includes a limited liability
1857limited partnership.
1858     (13)  "Partner" means a limited partner or general partner.
1859     (14)  "Partnership agreement" means the partners'
1860agreement, whether oral, implied, in a record, or in any
1861combination thereof, concerning the limited partnership. The
1862term includes the agreement as amended or restated.
1863     (15)  "Person" means an individual, corporation, business
1864trust, estate, trust, partnership, limited liability company,
1865association, joint venture, or government; governmental
1866subdivision, agency, or instrumentality; public corporation; or
1867any other legal or commercial entity.
1868     (16)  "Person dissociated as a general partner" means a
1869person dissociated as a general partner of a limited
1870partnership.
1871     (17)  "Principal office" means the office at which the
1872principal executive office of a limited partnership or foreign
1873limited partnership is located, whether or not the office is
1874located in this state.
1875     (18)  "Record" means information that is inscribed on a
1876tangible medium or that is stored in an electronic or other
1877medium and is retrievable in perceivable form.
1878     (19)  "Registered agent" means the person acting as the
1879registered agent of the limited partnership for service of
1880process and meeting the requirements in s. 620.1114.
1881     (20)  "Registered office" means the address of the
1882registered agent meeting the requirements of s. 620.1114.
1883     (21)  "Required information" means the information that a
1884limited partnership is required to maintain under s. 620.1111.
1885     (22)  "Sign" means to:
1886     (a)  Execute or adopt a tangible symbol with the present
1887intent to authenticate a record; or
1888     (b)  Attach or logically associate an electronic symbol,
1889sound, or process to or with a record with the present intent to
1890authenticate the record.
1891     (23)  "State" means a state of the United States, the
1892District of Columbia, Puerto Rico, the United States Virgin
1893Islands, or any territory or insular possession subject to the
1894jurisdiction of the United States.
1895     (24)  "Transfer" includes an assignment, conveyance, deed,
1896bill of sale, lease, mortgage, security interest, encumbrance,
1897gift, or transfer by operation of law.
1898     (25)  "Transferable interest" means a partner's right to
1899receive distributions.
1900     (26)  "Transferee" means a person to which all or part of a
1901transferable interest has been transferred, whether or not the
1902transferor is a partner.
1903     620.1103  Knowledge and notice.--
1904     (1)  A person knows a fact if the person has actual
1905knowledge of the fact.
1906     (2)  A person has notice of a fact if the person:
1907     (a)  Knows of the fact;
1908     (b)  Has received a notification of the fact;
1909     (c)  Has reason to know the fact exists from all of the
1910facts known to the person at the time in question; or
1911     (d)  Has notice of the fact under subsection (3) or
1912subsection (4).
1913     (3)  A certificate of limited partnership on file in the
1914Department of State is notice that the partnership is a limited
1915partnership and the persons designated in the certificate as
1916general partners are general partners. Except as otherwise
1917provided in subsection (4), the certificate is not notice of any
1918other fact.
1919     (4)  A person has notice of:
1920     (a)  Another person's dissociation as a general partner 90
1921days after the effective date of an amendment to the certificate
1922of limited partnership which states that the other person has
1923dissociated or 90 days after the effective date of a statement
1924of dissociation pertaining to the other person, whichever occurs
1925first;
1926     (b)  A limited partnership's dissolution 90 days after the
1927effective date of the certificate of dissolution of the limited
1928partnership;
1929     (c)  A limited partnership's termination 90 days after the
1930effective date of a statement of termination;
1931     (d)  A limited partnership's conversion under s. 620.2102
193290 days after the effective date of the certificate of
1933conversion;
1934     (e)  A merger under s. 620.2106 90 days after the effective
1935date of the certificate of merger; or
1936     (f)  Any limitations upon the authority of a general
1937partner as set forth in the initial certificate of limited
1938partnership or, if the limitations are added by an amendment or
1939restatement of the certificate of limited partnership, 90 days
1940after the effective date of the amendment or restatement,
1941provided a provision in the certificate of limited partnership
1942limiting the authority of a general partner to transfer real
1943property held in the name of the limited partnership is not
1944notice of the limitation to a person who is not a partner unless
1945the limitation appears in an affidavit, certificate, or other
1946instrument that bears the name of the limited partnership and is
1947recorded in the office for recording transfers of such real
1948property.
1949     (5)  A person notifies or gives a notification to another
1950person by taking steps reasonably required to inform the other
1951person in the ordinary course, whether or not the other person
1952learns of it.
1953     (6)  A person receives a notification when the
1954notification:
1955     (a)  Comes to the person's attention; or
1956     (b)  Is delivered at the person's place of business or at
1957any other place held out by the person as a place for receiving
1958communications.
1959     (7)  Except as otherwise provided in subsection (8), a
1960person other than an individual knows, has notice, or receives a
1961notification of a fact for purposes of a particular transaction
1962when the individual conducting the transaction for the person
1963knows, has notice, or receives a notification of the fact, or in
1964any event when the fact would have been brought to the
1965individual's attention if the person had exercised reasonable
1966diligence. A person other than an individual exercises
1967reasonable diligence if such person maintains reasonable
1968routines for communicating significant information to the
1969individual conducting the transaction for the person and there
1970is reasonable compliance with the routines. Reasonable diligence
1971does not require an individual acting for the person to
1972communicate information unless the communication is part of the
1973individual's regular duties or the individual has reason to know
1974of the transaction and that the transaction would be materially
1975affected by the information.
1976     (8)  A general partner's knowledge, notice, or receipt of a
1977notification of a fact relating to the limited partnership is
1978effective immediately as knowledge of, notice to, or receipt of
1979a notification by the limited partnership, except in the case of
1980a fraud on the limited partnership committed by or with the
1981consent of the general partner. A limited partner's knowledge,
1982notice, or receipt of a notification of a fact relating to the
1983limited partnership is not effective as knowledge of, notice to,
1984or receipt of a notification by the limited partnership.
1985     620.1104  Nature, purpose, and duration of entity.--
1986     (1)  A limited partnership is an entity distinct from its
1987partners. A limited partnership is the same entity regardless of
1988whether its certificate states that the limited partnership is a
1989limited liability limited partnership.
1990     (2)  A limited partnership may be organized under this act
1991for any lawful purpose.
1992     (3)  A limited partnership has a perpetual duration.
1993     620.1105  Powers.--A limited partnership has the powers to
1994do all things necessary or convenient to carry on its
1995activities, including the power to sue, be sued, and defend in
1996its own name and to maintain an action against a partner for
1997harm caused to the limited partnership by a breach of the
1998partnership agreement or violation of a duty to the partnership.
1999     620.1106  Governing law.--The laws of this state govern
2000relations among the partners of a limited partnership and
2001between the partners and the limited partnership and the
2002liability of partners as partners for an obligation of the
2003limited partnership.
2004     620.1107  Supplemental principles of law; rate of
2005interest.--
2006     (1)  Unless displaced by particular provisions of this act,
2007the principles of law and equity supplement this act.
2008     (2)  If an obligation to pay interest arises under this act
2009and the rate is not specified, the same rate of interest that
2010has been determined for judgments in accordance with s. 55.03
2011shall apply to the obligation in question.
2012     620.1108  Name.--
2013     (1)  The name of a limited partnership may contain the name
2014of any partner.
2015     (2)  The name of a limited partnership that is not a
2016limited liability limited partnership must contain the phrase
2017"limited partnership" or "limited" or the abbreviation "L.P." or
2018"Ltd." or the designation "LP," and may not contain the phrase
2019"limited liability limited partnership" or the abbreviation
2020"L.L.L.P." or the designation "LLLP."
2021     (3)  The name of a limited liability limited partnership
2022must contain the phrase "limited liability limited partnership"
2023or the abbreviation "L.L.L.P." or designation "LLLP," except
2024that a limited liability limited partnership organized prior to
2025the effective date of this act that is using an abbreviation or
2026designation permitted under prior law shall be entitled to
2027continue using such abbreviation or designation until its
2028dissolution.
2029     (4)  The name of a limited partnership must be
2030distinguishable in the records of the Department of State from
2031the names of all other entities or filings, except fictitious
2032name registrations pursuant to s. 865.09 organized, registered,
2033or reserved under the laws of this state, the names of which are
2034on file with the Department of State.
2035     (5)  Subject to s. 620.905, this section applies to any
2036foreign limited partnership transacting business in this state,
2037having a certificate of authority to transact business in this
2038state, or applying for a certificate of authority.
2039     620.1109  Department of State; fees.--In addition to the
2040supplemental corporate fee of $88.75 imposed pursuant to s.
2041607.193, the fees of the Department of State under this act are
2042as follows:
2043     (1)  For furnishing a certified copy, $52.50 for the first
204415 pages plus $1.00 for each additional page.
2045     (2)  For filing an original certificate of limited
2046partnership, $965.
2047     (3)  For filing an original application for registration as
2048a foreign limited partnership, $965.
2049     (4)  For filing certificate of conversion, $52.50.
2050     (5)  For filing certificate of merger, $52.50 for each
2051party thereto.
2052     (6)  For filing a reinstatement, $500 for each calendar
2053year or part thereof the limited partnership was
2054administratively dissolved or foreign limited partnership was
2055revoked in the records of the Department of State.
2056     (7)  For filing an annual report, $411.25.
2057     (8)  For filing a certificate:
2058     (a)  Designating a registered agent, $35;
2059     (b)  Changing a registered agent or registered office
2060address, $35;
2061     (c)  Resigning as a registered agent, $87.50; or
2062     (d)  Of amendment or restatement of the certificate of
2063limited partnership, $52.50;
2064     (9)  For filing a statement of termination, $52.50.
2065     (10)  For filing a notice of cancellation for foreign
2066limited partnership, $52.50.
2067     (11)  For furnishing a certificate of status or
2068authorization, $8.75.
2069     (12)  For filing a certificate of dissolution, $52.50.
2070     (13)  For filing a certificate of revocation of
2071dissolution, $52.50.
2072     (14)  For filing any other domestic or foreign limited
2073partnership document, $52.50.
2074     620.1110  Effect of partnership agreement; nonwaivable
2075provisions.--
2076     (1)  Except as otherwise provided in subsection (2), the
2077partnership agreement governs relations among the partners and
2078between the partners and the partnership. To the extent the
2079partnership agreement does not otherwise provide, this act
2080governs relations among the partners and between the partners
2081and the partnership.
2082     (2)  A partnership agreement may not:
2083     (a)  Vary a limited partnership's power under s. 620.1105
2084to sue, be sued, and defend in its own name;
2085     (b)  Vary the law applicable to a limited partnership under
2086s. 620.106;
2087     (c)  Vary the requirements of s. 620.1204;
2088     (d)  Vary the information required under s. 620.1111 or
2089unreasonably restrict the right to information under s. 620.1304
2090or s. 620.1407, but the partnership agreement may impose
2091reasonable restrictions on the availability and use of
2092information obtained under those sections and may define
2093appropriate remedies, including liquidated damages, for a breach
2094of any reasonable restriction on use;
2095     (e)  Eliminate the duty of loyalty of a general partner
2096under s. 620.1408 but the partnership agreement may:
2097     1.  Identify specific types or categories of activities
2098that do not violate the duty of loyalty, if not manifestly
2099unreasonable; and
2100     2.  Specify the number, percentage, class, or other type of
2101partners that may authorize or ratify, after full disclosure to
2102all partners of all material facts, a specific act or
2103transaction that otherwise would violate the duty of loyalty;
2104     (f)  Unreasonably reduce the duty of care of a general
2105partner under s. 620.1408(3);
2106     (g)  Eliminate the obligation of good faith and fair
2107dealing under ss. 620.1305(2) and 620.1408(4), but the
2108partnership agreement may prescribe the standards by which the
2109performance of the obligation is to be measured, if the
2110standards are not manifestly unreasonable;
2111     (h)  Vary the power of a person to dissociate as a general
2112partner under s. 620.1604(1), except to require that the notice
2113under s. 620.1603(1) be in a record;
2114     (i)  Vary the power of a court to decree dissolution in the
2115circumstances specified in s. 620.1802;
2116     (j)  Vary the requirement to wind up the partnership's
2117business as specified in s. 620.1803;
2118     (k)  Unreasonably restrict the right to maintain an action
2119under s. 620.2001 or s. 620.2002;
2120     (l)  Restrict the right of a partner under s. 620.2110(1)
2121to approve a conversion or merger or the right of a general
2122partner under s. 620.2110(2) to consent to an amendment to the
2123certificate of limited partnership which deletes a statement
2124that the limited partnership is a limited liability limited
2125partnership; or
2126     (m)  Restrict rights under this act of a person other than
2127a partner or a transferee.
2128     620.1111  Required information.--A limited partnership
2129shall maintain at its designated office the following
2130information:
2131     (1)  A current list showing the full name and last known
2132street and mailing address of each partner, separately
2133identifying the general partners, in alphabetical order, and the
2134limited partners, in alphabetical order.
2135     (2)  A copy of the initial certificate of limited
2136partnership and all amendments to and restatements of the
2137certificate, together with signed copies of any powers of
2138attorney under which any certificate, amendment, or restatement
2139has been signed.
2140     (3)  A copy of any filed certificate of conversion or
2141merger, together with the plan of conversion or plan of merger
2142approved by the partners.
2143     (4)  A copy of the limited partnership's federal, state,
2144and local income tax returns and reports, if any, for the 3 most
2145recent years.
2146     (5)  A copy of any partnership agreement made in a record
2147and any amendment made in a record to any partnership agreement.
2148     (6)  A copy of any financial statement of the limited
2149partnership for the 3 most recent years.
2150     (7)  A copy of the three most recent annual reports
2151delivered by the limited partnership to the Department of State
2152pursuant to s. 620.1210.
2153     (8)  A copy of any record made by the limited partnership
2154during the past 3 years of any consent given by or vote taken of
2155any partner pursuant to this act or the partnership agreement.
2156     (9)  Unless contained in a partnership agreement made in a
2157record, a record stating:
2158     (a)  The amount of cash and a description and statement of
2159the agreed value of the other benefits contributed and agreed to
2160be contributed by each partner.
2161     (b)  The times at which, or events on the happening of
2162which, any additional contributions agreed to be made by each
2163partner are to be made.
2164     (c)  For any person that is both a general partner and a
2165limited partner, a specification of transferable interest the
2166person owns in each capacity.
2167     (d)  Any events upon the happening of which the limited
2168partnership is to be dissolved and its activities wound up.
2169     620.1112  Business transactions of partner with
2170partnership.--A partner may lend money to and transact other
2171business with the limited partnership and, subject to s.
2172620.1408 and any other applicable provisions of this act, a
2173partner has the same rights and obligations with respect to the
2174loan or other transaction as a person that is not a partner.
2175     620.1113  Dual capacity.--A person may be both a general
2176partner and a limited partner. A person that is both a general
2177and limited partner has the rights, powers, duties, and
2178obligations provided by this act and the partnership agreement
2179in each of those capacities. When the person acts as a general
2180partner, the person is subject to the obligations, duties, and
2181restrictions under this act and the partnership agreement for
2182general partners. When the person acts as a limited partner, the
2183person is subject to the obligations, duties, and restrictions
2184under this act and the partnership agreement for limited
2185partners.
2186     620.1114  Designated office, registered office, and
2187registered agent.--
2188     (1)  A limited partnership shall designate and continuously
2189maintain in this state:
2190     (a)  A designated office, which need not be a place of its
2191activity in this state.
2192     (b)  A registered agent for service of process upon the
2193limited partnership and a registered office, which shall be the
2194address of its registered agent.
2195     (2)  A foreign limited partnership shall designate and
2196continuously maintain in this state a registered agent for
2197service of process and a registered office, which shall be the
2198address of its registered agent.
2199     (3)  A registered agent of a limited partnership or foreign
2200limited partnership must be an individual who is a resident of
2201this state or other person authorized to do business in this
2202state.
2203     620.1115  Change of registered agent or registered
2204office.--
2205     (1)  In order to change its registered agent or registered
2206office address, a limited partnership or a foreign limited
2207partnership may deliver to the Department of State for filing a
2208statement of change containing:
2209     (a)  The name of the limited partnership or foreign limited
2210partnership.
2211     (b)  The name of its current registered agent.
2212     (c)  If the registered agent is to be changed, the name and
2213written acceptance of the new registered agent.
2214     (d)  The street address of its current registered office
2215address for its registered agent.
2216     (e)  If the registered office address is to be changed, the
2217new street address in this state of such office.
2218     (2)  A statement of change is effective when filed by the
2219Department of State.
2220     (3)  The changes described in this section may also be made
2221on the limited partnership or foreign limited partnership's
2222annual report filed with the Department of State.
2223     620.1116  Resignation of registered agent.--
2224     (1)  In order to resign as registered agent of a limited
2225partnership or foreign limited partnership, the agent must
2226deliver to the Department of State for filing a signed statement
2227of resignation containing the name of the limited partnership or
2228foreign limited partnership.
2229     (2)  After filing the statement with the Department of
2230State, the registered agent shall mail a copy to the limited
2231partnership's or foreign limited partnership's current mailing
2232address.
2233     (3)  A registered agent is terminated on the 31st day after
2234the Department of State files the statement of resignation.
2235     620.1117  Service of process.--
2236     (1)  A registered agent appointed by a limited partnership
2237or foreign limited partnership is an agent of the limited
2238partnership or foreign limited partnership for service of any
2239process, notice, or demand required or permitted by law to be
2240served upon the limited partnership or foreign limited
2241partnership.
2242     (2)  If a limited partnership or foreign limited
2243partnership does not appoint or maintain a registered agent in
2244this state or the registered agent cannot with reasonable
2245diligence be found at the address of the registered office, the
2246Department of State shall be an agent of the limited partnership
2247or foreign limited partnership upon whom process, notice, or
2248demand may be served.
2249     (3)  Service of any process, notice, or demand on the
2250Department of State may be made by delivering to and leaving
2251with the Department of State duplicate copies of the process,
2252notice, or demand.
2253     (4)  Service is effected under subsection (3) upon the date
2254shown as having been received by the Department of State.
2255     (5)  The Department of State shall keep a record of each
2256process, notice, and demand served pursuant to this section and
2257record the time of, and the action taken regarding, the service.
2258     (6)  This section does not affect the right to serve
2259process, notice, or demand in any other manner provided by law.
2260     620.1118  Consent and proxies of partners.--Subject to the
2261management and approval rights described in s. 620.1406, an
2262action requiring the consent of partners under this act may be
2263taken without a meeting, and a partner may appoint a proxy to
2264consent or otherwise act for the partner by a record appointing
2265the proxy that is signed, either personally or by the partner's
2266attorney in fact.
2267     620.1201  Formation of limited partnership; certificate of
2268limited partnership.--
2269     (1)  In order for a limited partnership to be formed, a
2270certificate of limited partnership must be delivered to the
2271Department of State for filing. The certificate must state:
2272     (a)  The name of the limited partnership, which must comply
2273with s. 620.1108.
2274     (b)  The street and mailing address of the initial
2275designated office of the limited partnership, and the name,
2276street address in this state, and written acceptance of the
2277initial registered agent.
2278     (c)  The name and the business address of each general
2279partner; each general partner that is not an individual must be
2280organized or otherwise registered with the Department of State
2281as required by law, must maintain an active status, and must not
2282be dissolved, revoked, or withdrawn.
2283     (d)  Whether the limited partnership is a limited liability
2284limited partnership.
2285     (e)  Any additional information which may be required by s.
2286620.2104 or s. 620.2108.
2287     (2)  A certificate of limited partnership may also contain
2288any other matters, but may not vary or otherwise affect the
2289provisions specified in s. 620.1110(2) in a manner inconsistent
2290with that section.
2291     (3)  If there has been substantial compliance with
2292subsection (1), then subject to s. 620.1206(3), a limited
2293partnership is formed when the Department of State files the
2294certificate of limited partnership.
2295     (4)  Subject to subsection (2), if any provision of a
2296partnership agreement is inconsistent with the filed certificate
2297of limited partnership, or with a filed statement of
2298dissociation, termination, or change, a filed certificate of
2299conversion or merger, or a certificate of dissolution or
2300revocation of dissolution, involving the limited partnership:
2301     (a)  The partnership agreement prevails as to partners and
2302transferees.
2303     (b)  The filed certificate of limited partnership,
2304statement of dissociation, termination, or change, certificate
2305of conversion or merger, or certificate of dissolution or
2306revocation of dissolution prevails as to persons, other than
2307partners and transferees, that reasonably rely on the filed
2308record to their detriment.
2309     620.1202  Amendment or restatement of certificate.--
2310     (1)  In order to amend or restate its certificate of
2311limited partnership, a limited partnership must deliver to the
2312Department of State for filing an amendment or restatement or,
2313pursuant to s. 620.2108, certificate of merger stating:
2314     (a)  The name of the limited partnership.
2315     (b)  The date of filing of its initial certificate.
2316     (c)  The changes the amendment or restatement makes to the
2317certificate as most recently amended or restated.
2318     (2)  A limited partnership shall promptly deliver to the
2319Department of State for filing an amendment to or restatement of
2320a certificate of limited partnership to reflect:
2321     (a)  The admission of a new general partner;
2322     (b)  The dissociation of a person as a general partner; or
2323     (c)  The appointment of a person to wind up the limited
2324partnership's activities under s. 620.1803(3) or (4).
2325     (3)  A general partner that knows that any information in a
2326filed certificate of limited partnership was false when the
2327certificate was filed or has become false due to changed
2328circumstances shall promptly:
2329     (a)  Cause the certificate to be amended or restated; or
2330     (b)  If appropriate, deliver to the Department of State for
2331filing a statement of change pursuant to s. 620.1115 or a
2332statement of correction pursuant to s. 620.1207.
2333     (4)  A certificate of limited partnership may be amended or
2334restated at any time for any other proper purpose as determined
2335by the limited partnership.
2336     (5)  Subject to s. 620.1206(3), an amendment or restated
2337certificate is effective when filed by the Department of State.
2338     (6)  A limited partnership may, whenever desired, integrate
2339into a single instrument all of the provisions of its
2340certificate of limited partnership which are then in effect and
2341operative as a result of there having theretofore been filed
2342with the Department of State one or more certificates or other
2343instruments pursuant to any provision of this section, and the
2344limited partnership may at the same time further amend its
2345certificate of limited partnership by adopting a restated
2346certificate of limited partnership in accordance with
2347subsections (7)-(10).
2348     (7)  If the restated certificate of limited partnership
2349merely restates and integrates but does not further amend the
2350initial certificate of limited partnership, as theretofore
2351amended or restated by any instrument that was executed and
2352filed pursuant to any of the subsections in this section, the
2353restated certificate shall be specifically designated in its
2354heading as a "Restated Certificate of Limited Partnership,"
2355together with such other words as the limited partnership may
2356deem appropriate, and shall be executed by at least one general
2357partner and filed as provided by this act with the Department of
2358State. If the restated certificate restates and integrates and
2359also further amends in any respect the initial certificate of
2360limited partnership, as theretofore amended or restated, the
2361restated certificate shall be specifically designated in its
2362heading as an "Amended and Restated Certificate of Limited
2363Partnership," together with such other words as the limited
2364partnership may deem appropriate, and shall be executed by at
2365least one general partner and by each other general partner
2366designated in the restated certificate of limited partnership as
2367a new general partner and filed as provided by this act with the
2368Department of State.
2369     (8)  A restated certificate of limited partnership shall
2370state, either in its heading or in an introductory paragraph,
2371the limited partnership's present name, and, if it has been
2372changed, the name under which it was originally filed; the date
2373of filing of its original certificate of limited partnership
2374with the Department of State; and, subject to s. 620.1206(3),
2375the delayed effective date or time, which shall be a date or
2376time certain, of the restated certificate if it is not to be
2377effective upon the filing of the restated certificate. A
2378restated certificate shall also state that it was duly executed
2379and is being filed in accordance with this section. If the
2380restated certificate only restates and integrates and does not
2381further amend the limited partnership's certificate of limited
2382partnership as theretofore amended or supplemented and there is
2383no discrepancy between those provisions and the restated
2384certificate, it shall state that fact as well.
2385     (9)  Upon the filing of the restated certificate of limited
2386partnership with the Department of State, or upon the delayed
2387effective date or time of a restated certificate of limited
2388partnership as provided for therein, the initial certificate of
2389limited partnership, as theretofore amended or supplemented,
2390shall be superseded. Thereafter, the restated certificate of
2391limited partnership, including any further amendment or changes
2392made thereby, shall be the certificate of limited partnership of
2393the limited partnership, but the original effective date of
2394formation shall remain unchanged.
2395     (10)  Any amendment or change effected in accordance with
2396subsections (7)-(9) and this subsection shall be subject to any
2397other provisions of this act, not inconsistent with this
2398section, which would apply if a separate certificate of
2399amendment were filed to effect such amendment or change.
2400     620.1203  Certificate of dissolution; statement of
2401termination.--
2402     (1)  A certificate of dissolution shall be filed with the
2403Department of State in accordance with s. 620.1801(2) and set
2404forth:
2405     (a)  The name of the limited partnership.
2406     (b)  The date of filing of its initial certificate of
2407limited partnership.
2408     (c)  The reason for filing the certificate of dissolution.
2409     (d)  Any other information as determined by the general
2410partners filing the statement or by a person appointed pursuant
2411to s. 620.1803(3) or (4).
2412     (2)  If there has been substantial compliance with
2413subsection (1), then subject to s. 620.1206(3) the dissolution
2414of the limited partnership shall be effective when the
2415Department of State files the certificate of dissolution.
2416     (3)  A dissolved limited partnership that has completed
2417winding up may deliver to the Department of State for filing a
2418statement of termination that states:
2419     (a)  The name of the limited partnership.
2420     (b)  The date of filing of its initial certificate of
2421limited partnership.
2422     (c)  The limited partnership has completed winding up its
2423affairs and wishes to file a statement of termination.
2424     (d)  Any other information as determined by the general
2425partners filing the statement or by a person appointed pursuant
2426to s. 620.1803(3) or (4).
2427     620.1204  Signing of records.--
2428     (1)  Each record delivered to the Department of State for
2429filing pursuant to this act must be signed in the following
2430manner:
2431     (a)  An initial certificate of limited partnership must be
2432signed by all general partners listed in the certificate of
2433limited partnership.
2434     (b)  An amendment adding or deleting a statement that the
2435limited partnership is a limited liability limited partnership
2436must be signed by all general partners listed in the certificate
2437of limited partnership.
2438     (c)  An amendment designating as general partner a person
2439admitted under s. 620.1801(1)(c) following the dissociation of a
2440limited partnership's last general partner must be signed by
2441that person.
2442     (d)  An amendment required by s. 620.1803(3) following the
2443appointment of a person to wind up the dissolved limited
2444partnership's activities must be signed by that person.
2445     (e)  Any other amendment must be signed by:
2446     1.  At least one general partner listed in the certificate
2447of limited partnership.
2448     2.  Each other person designated in the amendment as a new
2449general partner.
2450     3.  Each person that the amendment indicates has
2451dissociated as a general partner, unless:
2452     a.  The person is deceased or a guardian or general
2453conservator has been appointed for the person and the amendment
2454so states; or
2455     b.  The person has previously delivered to the Department
2456of State for filing a statement of dissociation.
2457     (f)  A restated certificate of limited partnership must be
2458signed by at least one general partner listed in the
2459certificate, and, to the extent the restated certificate of
2460limited partnership effects a change described under any other
2461paragraph of this subsection, the certificate of limited
2462partnership must also be signed in a manner that satisfies that
2463paragraph.
2464     (g)  A certificate of dissolution, a statement of
2465termination, and a certificate of revocation of dissolution must
2466be signed by all general partners listed in the certificate of
2467limited partnership or, if the certificate of limited
2468partnership of a dissolved limited partnership lists no general
2469partners, by the person appointed pursuant to s. 620.803(3) or
2470(4) to wind up the dissolved limited partnership's activities.
2471     (h)  A certificate of conversion must be signed as provided
2472in s. 620.2104(1).
2473     (i)  A certificate of merger must be signed as provided in
2474s. 620.2108(1).
2475     (j)  Any other record delivered on behalf of a limited
2476partnership to the Department of State for filing must be signed
2477by at least one general partner listed in the certificate of
2478limited partnership.
2479     (k)  A statement by a person pursuant to s. 620.1605(1)(d)
2480stating that the person has dissociated as a general partner
2481must be signed by that person.
2482     (l)  A statement of withdrawal by a person pursuant to s.
2483620.1306 must be signed by that person.
2484     (m)  A record delivered on behalf of a foreign limited
2485partnership to the Department of State for filing must be signed
2486by at least one general partner of the foreign limited
2487partnership.
2488     (n)  Any other record delivered on behalf of any person to
2489the Department of State for filing must be signed by that
2490person.
2491     (2)  Any person may sign by an attorney in fact any record
2492to be filed pursuant to this act.
2493     620.1205  Signing and filing pursuant to judicial order.--
2494     (1)  If a person required by this act to sign a record or
2495deliver a record to the Department of State for filing does not
2496do so, any other person that is aggrieved may petition the
2497circuit court to order:
2498     (a)  The person to sign the record;
2499     (b)  The person to deliver the record to the Department of
2500State for filing; or
2501     (c)  The Department of State to file the record unsigned.
2502     (2)  If the person aggrieved under subsection (1) is not
2503the limited partnership or foreign limited partnership to which
2504the record pertains, the aggrieved person shall make the limited
2505partnership or foreign limited partnership a party to the
2506action. A person aggrieved under subsection (1) may seek the
2507remedies provided in subsection (1) in the same action in
2508combination or in the alternative.
2509     (3)  A record filed unsigned pursuant to this section is
2510effective without being signed.
2511     620.1206  Delivery to and filing of records by Department
2512of State; effective time and date.--
2513     (1)  A record authorized or required to be delivered to the
2514Department of State for filing under this act must be captioned
2515to describe the record's purpose, be in a medium permitted by
2516the Department of State, and be delivered to the Department of
2517State. Unless the Department of State determines that a record
2518does not comply with the filing requirements of this act, and if
2519all filing fees have been paid, the Department of State shall
2520file the record.
2521     (2)  Upon request and payment of a fee, the Department of
2522State shall send to the requester a certified copy of the
2523requested record.
2524     (3)  Except as otherwise provided in ss. 620.1116 and
2525620.1207, a record delivered to the Department of State for
2526filing under this act may specify an effective time and a
2527delayed effective date. Except as otherwise provided in this
2528act, a record filed by the Department of State is effective:
2529     (a)  If the record does not specify an effective time and
2530does not specify a delayed effective date, on the date and at
2531the time the record is filed as evidenced by the Department of
2532State's endorsement of the date and time on the record;
2533     (b)  If the record specifies an effective time but not a
2534delayed effective date, on the date the record is filed at the
2535time specified in the record;
2536     (c)  If the record specifies a delayed effective date but
2537not an effective time, at 12:01 a.m. on the earlier of:
2538     1.  The specified date; or
2539     2.  The 90th day after the record is filed; or
2540     (d)  If the record specifies an effective time and a
2541delayed effective date, at the specified time on the earlier of:
2542     1.  The specified date; or
2543     2.  The 90th day after the record is filed.
2544     620.1207  Correcting filed record.--
2545     (1)  A limited partnership or foreign limited partnership
2546may deliver to the Department of State for filing a statement of
2547correction to correct a record previously delivered by the
2548limited partnership or foreign limited partnership to the
2549Department of State and filed by the Department of State, if at
2550the time of filing the record contained false or erroneous
2551information or was defectively signed.
2552     (2)  A statement of correction may not state a delayed
2553effective date and must:
2554     (a)  Describe the record to be corrected, including its
2555filing date.
2556     (b)  Specify the incorrect information and the reason it is
2557incorrect or the manner in which the signing was defective.
2558     (c)  Correct the incorrect information or defective
2559signature.
2560     (3)  When filed by the Department of State, a statement of
2561correction is effective retroactively as of the effective date
2562of the record the statement corrects, but the statement is
2563effective when filed:
2564     (a)  For the purposes of s. 620.103(3) and (4).
2565     (b)  As to persons relying on the uncorrected record and
2566adversely affected by the correction.
2567     620.1208  Liability for false information in filed
2568record.--
2569     (1)  If a record delivered to the Department of State for
2570filing under this act and filed by the Department of State
2571contains false information, a person that suffers loss by
2572reliance on the information may recover damages for the loss
2573from:
2574     (a)  A person that signed the record, or caused another to
2575sign the record on the person's behalf, and knew the information
2576to be false at the time the record was signed.
2577     (b)  A general partner that has notice the information was
2578false when the record was filed or has become false because of
2579changed circumstances, if the general partner has notice for a
2580reasonably sufficient time before the information is relied upon
2581to enable the general partner to effect an amendment pursuant to
2582s. 620.1202, file a petition pursuant to s. 620.1205, or deliver
2583to the Department of State for filing a statement of change
2584pursuant to s. 620.1115 or a statement of correction pursuant to
2585s. 620.1207.
2586     (2)  Signing a record authorized or required to be filed
2587under this act constitutes an affirmation under the penalties of
2588perjury that the facts stated in the record are true.
2589     620.1209  Certificate of status.--
2590     (1)  The Department of State, upon request and payment of
2591the requisite fee, shall furnish a certificate of status for a
2592limited partnership if the records filed in the Department of
2593State show that the Department of State has filed a certificate
2594of limited partnership. A certificate of status must state:
2595     (a)  The limited partnership's name.
2596     (b)  That the limited partnership was duly formed under the
2597laws of this state and the date of formation.
2598     (c)  Whether all fees and penalties due to the Department
2599of State under this act have been paid.
2600     (d)  Whether the limited partnership's most recent annual
2601report required by s. 620.1210 has been filed by the Department
2602of State.
2603     (e)  Whether the Department of State has administratively
2604dissolved the limited partnership or received a record notifying
2605the Department of State that the limited partnership has been
2606dissolved by judicial action pursuant to s. 620.1802.
2607     (f)  Whether the Department of State has filed a
2608certificate of dissolution for the limited partnership.
2609     (g)  Whether the Department of State has filed a statement
2610of termination for the limited partnership.
2611     (2)  The Department of State, upon request and payment of
2612the requisite fee, shall furnish a certificate of status for a
2613foreign limited partnership if the records filed in the
2614Department of State show that the Department of State has filed
2615a certificate of authority. A certificate of status must state:
2616     (a)  The foreign limited partnership's name and any
2617alternate name adopted under s. 620.1905(1) for use in this
2618state.
2619     (b)  That the foreign limited partnership is authorized to
2620transact business in this state.
2621     (c)  Whether all fees and penalties due to the Department
2622of State under this act or other law have been paid.
2623     (d)  Whether the foreign limited partnership's most recent
2624annual report required by s. 620.1210 has been filed by the
2625Department of State.
2626     (e)  Whether the Department of State has revoked the
2627foreign limited partnership's certificate of authority or filed
2628a notice of cancellation.
2629     (3)  Subject to any qualification stated in the
2630certificate, a certificate of status issued by the Department of
2631State may be relied upon as conclusive evidence that the limited
2632partnership or foreign limited partnership is in existence or is
2633authorized to transact business in this state.
2634     620.1210  Annual report for Department of State.--
2635     (1)  A limited partnership or a foreign limited partnership
2636authorized to transact business in this state shall deliver to
2637the Department of State for filing an annual report that states:
2638     (a)  The name of the limited partnership or, if a foreign
2639limited partnership, the name under which the foreign limited
2640partnership is registered to transact business in this state.
2641     (b)  The street and mailing address of the limited
2642partnership or foreign limited partnership, the name of its
2643registered agent in this state, and the street address of its
2644registered office in this state.
2645     (c)  The name and business address of each general partner.
2646Each general partner that is not an individual must be organized
2647or otherwise registered with the Department of State as required
2648by law, must maintain an active status, and must not be
2649dissolved, revoked, or withdrawn.
2650     (d)  Federal Employer Identification number.
2651     (e)  Any additional information that is necessary or
2652appropriate to enable the Department of State to carry out the
2653provisions of this act.
2654     (2)  Information in an annual report must be current as of
2655the date the annual report is delivered to the Department of
2656State for filing.
2657     (3)  The first annual report must be delivered to the
2658Department of State between January 1 and May 1 of the year
2659following the calendar year in which a limited partnership was
2660formed or a foreign limited partnership was authorized to
2661transact business. An annual report must be delivered to the
2662Department of State between January 1 and May 1 of each
2663subsequent calendar year.
2664     (4)  If an annual report does not contain the information
2665required in subsection (1), the Department of State shall
2666promptly notify the reporting limited partnership or foreign
2667limited partnership and return the report to it for correction.
2668If the report is corrected to contain the information required
2669in subsection (1) and delivered to the Department of State
2670within 30 days after the effective date of the notice, it is
2671timely delivered.
2672     (5)  If a filed annual report contains the address of a
2673designated office, name of a registered agent, or registered
2674office address which differs from the information shown in the
2675records of the Department of State immediately before the
2676filing, the differing information in the annual report is
2677considered a statement of change under s. 620.1115.
2678     620.1301  Becoming limited partner.--A person becomes a
2679limited partner:
2680     (1)  As provided in the partnership agreement;
2681     (2)  As the result of a conversion or merger involving the
2682limited partnership under this act as provided in the plan of
2683conversion or merger; or
2684     (3)  With the consent of all the partners.
2685     620.1302  No right or power as limited partner to bind
2686limited partnership; certain approval rights.--
2687     (1)  A limited partner does not have the right or the power
2688as a limited partner to act for or bind the limited partnership.
2689     (2)  The limited partners have only those approval rights
2690as are described in s. 620.1406.
2691     620.1303  No liability as limited partner for limited
2692partnership obligations.--An obligation of a limited
2693partnership, whether arising in contract, tort, or otherwise, is
2694not the obligation of a limited partner. A limited partner is
2695not personally liable, directly or indirectly, by way of
2696contribution or otherwise, for an obligation of the limited
2697partnership solely by reason of being a limited partner, even if
2698the limited partner participates in the management and control
2699of the limited partnership.
2700     620.1304  Right of limited partner and former limited
2701partner to information.--
2702     (1)  Upon 10 days' demand, made in a record received by the
2703limited partnership, a limited partner may inspect and copy
2704required information during regular business hours in the
2705limited partnership's designated office. The limited partner
2706need not have any particular purpose for seeking the
2707information.
2708     (2)  During regular business hours and at a reasonable
2709location specified by the limited partnership, a limited partner
2710may obtain from the limited partnership and inspect and copy
2711true and full information regarding the state of the activities
2712and financial condition of the limited partnership and other
2713information regarding the activities of the limited partnership
2714as is just and reasonable if:
2715     (a)  The limited partner seeks the information for a
2716purpose reasonably related to the limited partner's interest as
2717a limited partner.
2718     (b)  The limited partner makes a demand in a record
2719received by the limited partnership, describing with reasonable
2720particularity the information sought and the purpose for seeking
2721the information.
2722     (c)  The information sought is directly connected to the
2723limited partner's purpose.
2724     (3)  Within 10 days after receiving a demand pursuant to
2725subsection (2), the limited partnership in a record shall inform
2726the limited partner that made the demand:
2727     (a)  What information the limited partnership will provide
2728in response to the demand.
2729     (b)  When and where the limited partnership will provide
2730the information.
2731     (c)  If the limited partnership declines to provide any
2732demanded information, the limited partnership's reasons for
2733declining.
2734     (4)  Subject to subsection (6), a person dissociated as a
2735limited partner may inspect and copy required information during
2736regular business hours in the limited partnership's designated
2737office if:
2738     (a)  The information pertains to the period during which
2739the person was a limited partner.
2740     (b)  The person seeks the information in good faith.
2741     (c)  The person meets the requirements of subsection (2).
2742     (5)  The limited partnership shall respond to a demand made
2743pursuant to subsection (4) in the same manner as provided in
2744subsection (3).
2745     (6)  If a limited partner dies, s. 620.1704 applies.
2746     (7)  Subject to s. 620.1110(2)(d), the limited partnership
2747may impose reasonable restrictions on the use of information
2748obtained under this section. In a dispute concerning the
2749reasonableness of a restriction under this subsection, the
2750limited partnership has the burden of proving reasonableness.
2751     (8)  A limited partnership may charge a person that makes a
2752demand under this section reasonable costs of copying, limited
2753to the costs of labor and material.
2754     (9)  Whenever this act or a partnership agreement provides
2755for a limited partner to give or withhold consent to a matter,
2756before the consent is given or withheld, the limited partnership
2757shall, without demand, provide the limited partner with all
2758information material to the limited partner's decision that the
2759limited partnership knows.
2760     (10)  A limited partner or person dissociated as a limited
2761partner may exercise the rights under this section through an
2762attorney or other agent. Any restriction imposed under
2763subsection (7) or by the partnership agreement applies both to
2764the attorney or other agent and to the limited partner or person
2765dissociated as a limited partner.
2766     (11)  The rights stated in this section do not extend to a
2767person as transferee but may be exercised by the legal
2768representative of an individual under legal disability who is a
2769limited partner or person dissociated as a limited partner.
2770     620.1305  Limited duties of limited partners.--
2771     (1)  A limited partner does not have any fiduciary duty to
2772the limited partnership or to any other partner solely by reason
2773of being a limited partner. To the extent a limited partner is
2774vested with or delegated management powers or duties under the
2775partnership agreement, the only fiduciary duties that such
2776limited partner has to the limited partnership and the other
2777partners with respect to the exercise of such powers or duties
2778are those duties described in s. 620.1408, subject to the same
2779standards and limitations that would apply to a general partner
2780under that section with respect to the exercise of such powers
2781or duties.
2782     (2)  A limited partner shall discharge the duties to the
2783limited partnership and the other partners under this act or
2784under the partnership agreement and exercise any rights
2785consistently with the obligation of good faith and fair dealing.
2786     (3)  A limited partner does not violate a duty or
2787obligation under this act or under the partnership agreement
2788merely because the limited partner's conduct furthers the
2789limited partner's own interest.
2790     620.1306  Person erroneously believing self to be limited
2791partner.--
2792     (1)  Except as otherwise provided in subsection (2), a
2793person that makes an investment in a business enterprise and
2794erroneously but in good faith believes that the person has
2795become a limited partner in the enterprise is not liable for the
2796enterprise's obligations by reason of making the investment,
2797receiving distributions from the enterprise, or exercising any
2798rights of or appropriate to a limited partner, if, on
2799ascertaining the mistake, the person:
2800     (a)  Causes an appropriate certificate of limited
2801partnership, amendment, or statement of correction to be signed
2802and delivered to the Department of State for filing; or
2803     (b)  Withdraws from future participation as an owner in the
2804enterprise by signing and delivering to the Department of State
2805for filing a statement of withdrawal under this section.
2806     (2)  A person that makes an investment described in
2807subsection (1) is liable to the same extent as a general partner
2808to any third party that enters into a transaction with the
2809enterprise, believing in good faith that the person is a general
2810partner, before the Department of State files a statement of
2811withdrawal, certificate of limited partnership, amendment, or
2812statement of correction to show that the person is not a general
2813partner.
2814     (3)  If a person makes a diligent effort in good faith to
2815comply with paragraph (1)(a) and is unable to cause the
2816appropriate certificate of limited partnership, amendment, or
2817statement of correction to be signed and delivered to the
2818Department of State for filing, the person has the right to
2819withdraw from the enterprise pursuant to paragraph (1)(b) even
2820if the withdrawal would otherwise breach an agreement with
2821others that are or have agreed to become coowners of the
2822enterprise.
2823     620.1401  Becoming general partner.--A person becomes a
2824general partner:
2825     (1)  As provided in the partnership agreement;
2826     (2)  Under s. 620.1801(1)(c) following the dissociation of
2827a limited partnership's last general partner;
2828     (3)  As the result of a conversion or merger involving the
2829limited partnership under this act as provided for in the plan
2830of conversion or merger; or
2831     (4)  With the consent of all the partners.
2832     620.1402  General partner agent of limited partnership.--
2833     (1)  Each general partner is an agent of the limited
2834partnership for the purposes of its activities. An act of a
2835general partner, including the signing of a record in the
2836partnership's name, for apparently carrying on in the ordinary
2837course the limited partnership's activities or activities of the
2838kind carried on by the limited partnership binds the limited
2839partnership, unless the general partner did not have authority
2840to act for the limited partnership in the particular matter and
2841the person with which the general partner was dealing knew, had
2842received a notification, or had notice under s. 620.1103(4) that
2843the general partner lacked authority.
2844     (2)  An act of a general partner which is not apparently
2845for carrying on in the ordinary course the limited partnership's
2846activities or activities of the kind carried on by the limited
2847partnership binds the limited partnership only if the act was
2848approved by the other partners as provided in s. 620.1406.
2849     620.1403  Limited partnership liable for general partner's
2850actionable conduct.--
2851     (1)  A limited partnership is liable for loss or injury
2852caused to a person, or for a penalty incurred, as a result of a
2853wrongful act or omission, or other actionable conduct, of a
2854general partner acting in the ordinary course of activities of
2855the limited partnership or with authority of the limited
2856partnership.
2857     (2)  If, in the course of the limited partnership's
2858activities or while acting with authority of the limited
2859partnership, a general partner receives or causes the limited
2860partnership to receive money or property of a person not a
2861partner, and the money or property is misapplied by a general
2862partner, the limited partnership is liable for the loss.
2863     620.1404  General partner's liability.--
2864     (1)  Except as otherwise provided in subsections (2) and
2865(3), all general partners are liable jointly and severally for
2866all obligations of the limited partnership unless otherwise
2867agreed by the claimant or provided by law.
2868     (2)  A person that becomes a general partner of an existing
2869limited partnership is not personally liable for an obligation
2870of a limited partnership incurred before the person became a
2871general partner.
2872     (3)  An obligation of a limited partnership incurred while
2873the limited partnership is a limited liability limited
2874partnership, whether arising in contract, tort, or otherwise, is
2875solely the obligation of the limited partnership. A general
2876partner is not personally liable, directly or indirectly, by way
2877of contribution or otherwise, for such an obligation solely by
2878reason of being or acting as a general partner. This subsection
2879applies despite anything inconsistent in the partnership
2880agreement that existed immediately before the consent required
2881to become a limited liability limited partnership under s.
2882620.1406.
2883     620.1405  Actions by and against partnership and
2884partners.--
2885     (1)  To the extent not inconsistent with s. 620.1404, a
2886general partner may be joined in an action against the limited
2887partnership or named in a separate action.
2888     (2)  A judgment against a limited partnership is not by
2889itself a judgment against a general partner. A judgment against
2890a limited partnership may not be satisfied from a general
2891partner's assets unless there is also a judgment against the
2892general partner.
2893     (3)  A judgment creditor of a general partner may not levy
2894execution against the assets of the general partner to satisfy a
2895judgment based on a claim against the limited partnership,
2896unless the partner is personally liable for the claim under s.
2897620.1404 and:
2898     (a)  A judgment based on the same claim has been obtained
2899against the limited partnership and a writ of execution on the
2900judgment has been returned unsatisfied in whole or in part;
2901     (b)  The limited partnership is a debtor in bankruptcy;
2902     (c)  The general partner has agreed that the creditor need
2903not exhaust limited partnership assets;
2904     (d)  A court grants permission to the judgment creditor to
2905levy execution against the assets of a general partner based on
2906a finding that limited partnership assets subject to execution
2907are clearly insufficient to satisfy the judgment, that
2908exhaustion of limited partnership assets is excessively
2909burdensome, or that the grant of permission is an appropriate
2910exercise of the court's equitable powers; or
2911     (e)  Liability is imposed on the general partner by law or
2912contract independent of the existence of the limited
2913partnership.
2914     620.1406  Management rights of general partner; approval
2915rights of other partners.--
2916     (1)  Each general partner has equal rights in the
2917management and conduct of the limited partnership's activities.
2918Any matter relating to the activities of the limited partnership
2919may be exclusively decided by the general partner or, if there
2920is more than one general partner, by a majority of the general
2921partners, except that the following actions require the approval
2922of all general partners:
2923     (a)  Amending the partnership agreement or the certificate
2924of limited partnership, including any statement changing the
2925status of the limited partnership to a limited liability limited
2926partnership or deleting a statement that the limited partnership
2927is a limited liability limited partnership.
2928     (b)  Admitting a limited partner under s. 620.1301.
2929     (c)  Admitting a general partner under s. 620.1401.
2930     (d)  Compromising a partner's obligation to make
2931contributions under s. 620.1502 or return an improper
2932distribution under s. 620.1508.
2933     (e)  Expelling a limited partner under s. 620.1601.
2934     (f)  Redeeming a transferable interest subject to a
2935charging order under s. 620.1703.
2936     (g)  Dissolving the limited partnership under s. 620.1801.
2937     (h)  Approving a plan of conversion under s. 620.2103 or a
2938plan of merger under s. 620.2107.
2939     (i)  Selling, leasing, exchanging, or otherwise disposing
2940of all, or substantially all, of the limited partnership's
2941property, with or without good will, other than in the usual and
2942regular course of the limited partnership's activities.
2943     (2)  The expulsion of a general partner under s. 620.1603
2944shall require the consent of all of the other general partners.
2945     (3)  In addition to the approval of the general partners
2946required by subsections (1) and (2), the approval of all limited
2947partners shall be required to take any of the actions under
2948subsection (1) or subsection (2) with the exception of a
2949transaction described in paragraph (1)(h) or a transaction
2950described in paragraph (1)(i).
2951     (4)  The approval of a plan of conversion under s. 620.2103
2952or a plan of merger under s. 620.2107 shall require the consent
2953of the limited partners in the manner described therein.
2954     (5)  A transaction described in paragraph (1)(i) shall
2955require approval of limited partners owning a majority of the
2956rights to receive distributions as limited partners at the time
2957the consent is to be effective.
2958     (6)  A limited partnership shall reimburse a general
2959partner for payments made and indemnify a general partner for
2960liabilities incurred by the general partner in the ordinary
2961course of the activities of the partnership or for the
2962preservation of its activities or property if such payments were
2963made or such liabilities were incurred in good faith and either
2964in the furtherance of the limited partnership's purposes or the
2965ordinary scope of its activities.
2966     (7)  A limited partnership shall reimburse a general
2967partner for an advance to the limited partnership beyond the
2968amount of capital the general partner agreed to contribute.
2969     (8)  A payment or advance made by a general partner which
2970gives rise to an obligation of the limited partnership under
2971subsection (6) or subsection (7) constitutes a loan to the
2972limited partnership which accrues interest from the date of the
2973payment or advance.
2974     (9)  A general partner is not entitled to remuneration for
2975services performed for the partnership.
2976     620.1407  Right of general partner and former general
2977partner to information.--
2978     (1)  A general partner, without having any particular
2979purpose for seeking the information, may inspect and copy during
2980regular business hours:
2981     (a)  In the limited partnership's designated office,
2982required information.
2983     (b)  At a reasonable location specified by the limited
2984partnership, any other records maintained by the limited
2985partnership regarding the limited partnership's activities and
2986financial condition.
2987     (2)  Each general partner and the limited partnership shall
2988furnish to a general partner:
2989     (a)  Without demand, any information concerning the limited
2990partnership's activities, reasonably required for the proper
2991exercise of the general partner's rights and duties under the
2992partnership agreement or this act.
2993     (b)  On demand, any other information concerning the
2994limited partnership's activities, except to the extent the
2995demand or the information demanded is unreasonable or otherwise
2996improper under the circumstances.
2997     (3)  Subject to subsection (5), upon 10 days' demand made
2998in a record received by the limited partnership, a person
2999dissociated as a general partner may have access to the
3000information and records described in subsection (1) at the
3001location specified in subsection (1) if:
3002     (a)  The information or record pertains to the period
3003during which the person was a general partner.
3004     (b)  The person seeks the information or record in good
3005faith.
3006     (c)  The person satisfies the requirements imposed on a
3007limited partner by s. 620.1304(2).
3008     (4)  The limited partnership shall respond to a demand made
3009pursuant to subsection (3) in the same manner as provided in s.
3010620.1304(3).
3011     (5)  If a general partner dies, s. 620.1704 applies.
3012     (6)  The limited partnership may impose reasonable
3013restrictions on the use of information under this section. In
3014any dispute concerning the reasonableness of a restriction under
3015this subsection, the limited partnership has the burden of
3016proving reasonableness.
3017     (7)  A limited partnership may charge a person dissociated
3018as a general partner that makes a demand under this section
3019reasonable costs of copying, limited to the costs of labor and
3020material.
3021     (8)  A general partner or person dissociated as a general
3022partner may exercise the rights under this section through an
3023attorney or other agent. Any restriction imposed under
3024subsection (6) or by the partnership agreement applies both to
3025the attorney or other agent and to the general partner or person
3026dissociated as a general partner.
3027     (9)  The rights under this section do not extend to a
3028person as transferee, but the rights under subsection (3) of a
3029person dissociated as a general partner may be exercised by the
3030legal representative of an individual who dissociated as a
3031general partner under s. 620.603(7)(b) or (c).
3032     620.1408  General standards of conduct for general
3033partner.--
3034     (1)  The only fiduciary duties that a general partner has
3035to the limited partnership and the other partners are the duties
3036of loyalty and care under subsections (2) and (3).
3037     (2)  A general partner's duty of loyalty to the limited
3038partnership and the other partners is limited to the following:
3039     (a)  To account to the limited partnership and hold as
3040trustee for it any property, profit, or benefit derived by the
3041general partner in the conduct and winding up of the limited
3042partnership's activities or derived from a use by the general
3043partner of limited partnership property, including the
3044appropriation of a limited partnership opportunity.
3045     (b)  To refrain from dealing with the limited partnership
3046in the conduct or winding up of the limited partnership's
3047activities as or on behalf of a party having an interest adverse
3048to the limited partnership.
3049     (c)  To refrain from competing with the limited partnership
3050in the conduct of the limited partnership's activities.
3051     (3)  A general partner's duty of care to the limited
3052partnership and the other partners in the conduct and winding up
3053of the limited partnership's activities is limited to refraining
3054from engaging in grossly negligent or reckless conduct,
3055intentional misconduct, or a knowing violation of law.
3056     (4)  A general partner shall discharge the duties to the
3057partnership and the other partners under this act or under the
3058partnership agreement and exercise any rights consistently with
3059the obligation of good faith and fair dealing.
3060     (5)  A general partner does not violate a duty or
3061obligation under this act or under the partnership agreement
3062merely because the general partner's conduct furthers the
3063general partner's own interest.
3064     620.1501  Form of contribution.--A contribution of a
3065partner may consist of tangible or intangible property or other
3066benefit to the limited partnership, including money, services
3067performed, promissory notes, other agreements to contribute cash
3068or property, and contracts for services to be performed.
3069     620.1502  Liability for contribution.--
3070     (1)  A partner's obligation to contribute money or other
3071property or other benefit to, or to perform services for, a
3072limited partnership shall be in a record signed by the partner,
3073and such obligation shall not be excused by the partner's death,
3074disability, or other inability to perform personally.
3075     (2)  If a partner does not make a promised nonmonetary
3076contribution, the partner is obligated at the option of the
3077limited partnership to contribute money equal to that portion of
3078the value, as stated in the required information, of the stated
3079contribution which has not been made.
3080     (3)  The obligation of a partner to make a contribution or
3081return money or other property paid or distributed in violation
3082of this act may be compromised only by consent of all partners.
3083A creditor of a limited partnership which extends credit or
3084otherwise acts in reliance on an obligation described in
3085subsection (1), without notice of any compromise under this
3086subsection, may enforce the original obligation.
3087     (4)  A partnership agreement may provide that the interest
3088of any partner who fails to make any contribution that the
3089partner is obligated to make shall be subject to specified
3090penalties for, or specified consequences of, such failure. Such
3091penalty or consequence may take the form of reducing the
3092partner's proportionate interest in the limited partnership,
3093subordinating the partner's partnership interests to that of
3094nondefaulting partners, a forced sale, or the forfeiture of the
3095partner's interest in the limited partnership, the lending by
3096other partners of the amount necessary to meet the partner's
3097commitment, a fixing of the value of the partner's interest in
3098the limited partnership by appraisal or by formula and
3099redemption or sale of such interest at such value, or other
3100penalty or consequence.
3101     620.1503  Sharing of profits, losses, and distributions.--
3102     (1)  Profits and losses of a limited partnership shall be
3103allocated among the partners on the basis of the value, as
3104stated in the required records when the limited partnership
3105makes the allocations, of the contributions the limited
3106partnership has received from each partner.
3107     (2)  Distributions by a limited partnership shall be shared
3108by the partners on the basis of the value, as stated in the
3109required records when the limited partnership decides to make
3110the distribution, of the contributions the limited partnership
3111has received from each partner.
3112     620.1504  Interim distributions.--A partner does not have a
3113right to any distribution before the dissolution and winding up
3114of the limited partnership unless the limited partnership
3115decides to make an interim distribution.
3116     620.1505  No distribution on account of dissociation.--A
3117person does not have a right to receive a distribution on
3118account of dissociation.
3119     620.1506  Distribution in kind.--A partner does not have a
3120right to demand or receive any distribution from a limited
3121partnership in any form other than cash. Subject to s. 620.1813,
3122a limited partnership may distribute an asset in kind to the
3123extent each partner receives a percentage of the asset equal to
3124the partner's share of distributions.
3125     620.1507  Right to distribution.--When a partner or
3126transferee becomes entitled to receive a distribution, the
3127partner or transferee has the status of, and is entitled to all
3128remedies available to, a creditor of the limited partnership
3129with respect to the distribution. However, the limited
3130partnership's obligation to make a distribution is subject to
3131offset for any amount owed to the limited partnership by the
3132partner or dissociated partner on whose account the distribution
3133is made.
3134     620.1508  Limitations on distribution.--
3135     (1)  A limited partnership may not make a distribution in
3136violation of the partnership agreement.
3137     (2)  A limited partnership may not make a distribution if
3138after the distribution:
3139     (a)  The limited partnership would not be able to pay its
3140debts as they become due in the ordinary course of the limited
3141partnership's activities; or
3142     (b)  The limited partnership's total assets would be less
3143than the sum of its total liabilities plus the amount that would
3144be needed, if the limited partnership were to be dissolved,
3145wound up, and terminated at the time of the distribution, to
3146satisfy the preferential rights upon dissolution, winding up,
3147and termination of partners whose preferential rights are
3148superior to those of persons receiving the distribution.
3149     (3)  A limited partnership may base a determination that a
3150distribution is not prohibited under subsection (2) on financial
3151statements prepared on the basis of accounting practices and
3152principles that are reasonable in the circumstances or on a fair
3153valuation or other method that is reasonable in the
3154circumstances.
3155     (4)  Except as otherwise provided in subsection (7), the
3156effect of a distribution under subsection (2) is measured:
3157     (a)  In the case of distribution by purchase, redemption,
3158or other acquisition of a transferable interest in the limited
3159partnership, as of the date money or other property is
3160transferred or debt incurred by the limited partnership.
3161     (b)  In all other cases, as of the date:
3162     1.  The distribution is authorized, if the payment occurs
3163within 120 days after that date; or
3164     2.  The payment is made, if payment occurs more than 120
3165days after the distribution is authorized.
3166     (5)  A limited partnership's indebtedness to a partner
3167incurred by reason of a distribution made in accordance with
3168this section is at parity with the limited partnership's
3169indebtedness to its general, unsecured creditors.
3170     (6)  A limited partnership's indebtedness, including
3171indebtedness issued in connection with or as part of a
3172distribution, is not considered a liability for purposes of
3173subsection (2) if the terms of the indebtedness provide that
3174payment of principal and interest are made only to the extent
3175that a distribution could then be made to partners under this
3176section.
3177     (7)  If indebtedness is issued as a distribution, each
3178payment of principal or interest on the indebtedness is treated
3179as a distribution, the effect of which is measured on the date
3180the payment is made.
3181     620.1509  Liability for improper distributions.--
3182     (1)  A general partner that consents to a distribution made
3183in violation of s. 620.1508 is personally liable to the limited
3184partnership for the amount of the distribution which exceeds the
3185amount that could have been distributed without the violation if
3186it is established that in consenting to the distribution the
3187general partner failed to comply with s. 620.1408.
3188     (2)  A partner or transferee that received a distribution
3189knowing that the distribution to that partner or transferee was
3190made in violation of s. 620.1508 is personally liable to the
3191limited partnership but only to the extent that the distribution
3192received by the partner or transferee exceeded the amount that
3193could have been properly paid under s. 620.1508.
3194     (3)  A general partner against which an action is commenced
3195under subsection (1) may:
3196     (a)  Implead in the action any other person that is liable
3197under subsection (1) and compel contribution from the person.
3198     (b)  Implead in the action any person that received a
3199distribution in violation of subsection (2) and compel
3200contribution from the person in the amount the person received
3201in violation of subsection (2).
3202     (4)  An action under this section is barred if it is not
3203commenced within 2 years after the distribution.
3204     620.1601  Dissociation as limited partner.--
3205     (1)  A person does not have a right to dissociate as a
3206limited partner before the termination of the limited
3207partnership.
3208     (2)  A person is dissociated from a limited partnership as
3209a limited partner upon the occurrence of any of the following
3210events:
3211     (a)  The limited partnership's having notice of the
3212person's express will to withdraw as a limited partner or on a
3213later date specified by the person;
3214     (b)  An event agreed to in the partnership agreement as
3215causing the person's dissociation as a limited partner;
3216     (c)  The person's expulsion as a limited partner pursuant
3217to the partnership agreement;
3218     (d)  The person's expulsion as a limited partner by the
3219unanimous consent of the other partners if:
3220     1.  It is unlawful to carry on the limited partnership's
3221activities with the person as a limited partner;
3222     2.  There has been a transfer of all of the person's
3223transferable interest in the limited partnership, other than a
3224transfer for security purposes, or a court order charging the
3225person's interest, which has not been foreclosed;
3226     3.  The person is a corporation and, within 90 days after
3227the limited partnership notifies the person that the corporation
3228will be expelled as a limited partner because the corporation
3229has filed a certificate of dissolution or the equivalent, the
3230corporation's charter has been revoked, or its right to conduct
3231business has been suspended by the jurisdiction of its
3232incorporation, and there is no revocation of the certificate of
3233dissolution or no reinstatement of its charter or its right to
3234conduct business; or
3235     4.  The person is a limited liability company or
3236partnership that has been dissolved and whose business is being
3237wound up;
3238     (e)  On application by the limited partnership, the
3239person's expulsion as a limited partner by judicial
3240determination because:
3241     1.  The person engaged in wrongful conduct that adversely
3242and materially affected the limited partnership's activities;
3243     2.  The person willfully or persistently committed a
3244material breach of the partnership agreement, any duty the
3245person may have under s. 620.1305(1), or the obligation of good
3246faith and fair dealing under s. 620.1305(2); or
3247     3.  The person engaged in conduct relating to the limited
3248partnership's activities which makes it not reasonably
3249practicable to carry on the activities with the person as
3250limited partner;
3251     (f)  In the case of a person who is an individual, the
3252person's death;
3253     (g)  In the case of a person that is a trust or is acting
3254as a limited partner by virtue of being a trustee of a trust,
3255distribution of the trust's entire transferable interest in the
3256limited partnership, but not merely by reason of the
3257substitution of a successor trustee;
3258     (h)  In the case of a person that is an estate or is acting
3259as a limited partner by virtue of being a personal
3260representative of an estate, distribution of the estate's entire
3261transferable interest in the limited partnership, but not merely
3262by reason of the substitution of a successor personal
3263representative;
3264     (i)  Termination of a limited partner that is not an
3265individual, partnership, limited liability company, corporation,
3266trust, or estate; or
3267     (j)  The limited partnership's participation in a
3268conversion or merger under this act, if the limited partnership:
3269     1.  Is not the converted or surviving entity; or
3270     2.  Is the converted or surviving entity but, as a result
3271of the conversion or merger, the person ceases to be a limited
3272partner.
3273     620.1602  Effect of dissociation as limited partner.--
3274     (1)  Upon a person's dissociation as a limited partner:
3275     (a)  Subject to s. 620.1704, the person does not have
3276further rights as a limited partner.
3277     (b)  The person's obligation of good faith and fair dealing
3278as a limited partner under s. 620.1305(2) continues only as to
3279matters arising and events occurring before the dissociation and
3280such person's duties, if any, under s. 620.1305(1) terminate or
3281continue in the same manner as provided in s. 620.1605(1)(b) and
3282(c).
3283     (c)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3284transferable interest owned by the person in the person's
3285capacity as a limited partner immediately before dissociation is
3286owned by the person as a mere transferee.
3287     (2)  A person's dissociation as a limited partner does not
3288of itself discharge the person from any obligation to the
3289limited partnership or the other partners which the person
3290incurred while a limited partner.
3291     620.1603  Dissociation as general partner.--A person is
3292dissociated from a limited partnership as a general partner upon
3293the occurrence of any of the following events:
3294     (1)  The limited partnership's having notice of the
3295person's express will to withdraw as a general partner or on a
3296later date specified by the person;
3297     (2)  An event agreed to in the partnership agreement as
3298causing the person's dissociation as a general partner;
3299     (3)  The person's expulsion as a general partner pursuant
3300to the partnership agreement;
3301     (4)  The person's expulsion as a general partner by the
3302unanimous consent of the other partners if:
3303     (a)  It is unlawful to carry on the limited partnership's
3304activities with the person as a general partner;
3305     (b)  There has been a transfer of all or substantially all
3306of the person's transferable interest in the limited
3307partnership, other than a transfer for security purposes, or a
3308court order charging the person's interest, which has not been
3309foreclosed;
3310     (c)  The person is a corporation and, within 90 days after
3311the limited partnership notifies the person that the corporation
3312will be expelled as a general partner because the corporation
3313has filed a certificate of dissolution or the equivalent, the
3314corporation's charter has been revoked, or its right to conduct
3315business has been suspended by the jurisdiction of its
3316incorporation, and there is no revocation of the certificate of
3317dissolution or no reinstatement of its charter or its right to
3318conduct business; or
3319     (d)  The person is a limited liability company or
3320partnership that has been dissolved and whose business is being
3321wound up;
3322     (5)  On application by the limited partnership, the
3323person's expulsion as a general partner by judicial
3324determination because:
3325     (a)  The person engaged in wrongful conduct that adversely
3326and materially affected the limited partnership activities;
3327     (b)  The person willfully or persistently committed a
3328material breach of the partnership agreement or of a duty owed
3329to the partnership or the other partners under s. 620.1408; or
3330     (c)  The person engaged in conduct relating to the limited
3331partnership's activities which makes it not reasonably
3332practicable to carry on the activities of the limited
3333partnership with the person as a general partner;
3334     (6)  The person's:
3335     (a)  Becoming a debtor in bankruptcy;
3336     (b)  Execution of an assignment for the benefit of
3337creditors;
3338     (c)  Seeking, consenting to, or acquiescing in the
3339appointment of a trustee, receiver, or liquidator of the person
3340or of all or substantially all of the person's property; or
3341     (d)  Failure, within 90 days after the appointment, to have
3342vacated or stayed the appointment of a trustee, receiver, or
3343liquidator of the general partner or of all or substantially all
3344of the person's property obtained without the person's consent
3345or acquiescence, or failing within 90 days after the expiration
3346of a stay to have the appointment vacated;
3347     (7)  In the case of a person who is an individual:
3348     (a)  The person's death;
3349     (b)  The appointment of a guardian or general conservator
3350for the person; or
3351     (c)  A judicial determination that the person has otherwise
3352become incapable of performing the person's duties as a general
3353partner under the partnership agreement;
3354     (8)  In the case of a person that is a trust or is acting
3355as a general partner by virtue of being a trustee of a trust,
3356distribution of the trust's entire transferable interest in the
3357limited partnership, but not merely by reason of the
3358substitution of a successor trustee;
3359     (9)  In the case of a person that is an estate or is acting
3360as a general partner by virtue of being a personal
3361representative of an estate, distribution of the estate's entire
3362transferable interest in the limited partnership, but not merely
3363by reason of the substitution of a successor personal
3364representative;
3365     (10)  Termination of a general partner that is not an
3366individual, partnership, limited liability company, corporation,
3367trust, or estate; or
3368     (11)  The limited partnership's participation in a
3369conversion or merger under this act, if the limited partnership:
3370     (a)  Is not the converted or surviving entity; or
3371     (b)  Is the converted or surviving entity but, as a result
3372of the conversion or merger, the person ceases to be a general
3373partner.
3374     620.1604  Person's power to dissociate as general partner;
3375wrongful dissociation.--
3376     (1)  A person has the power to dissociate as a general
3377partner at any time, rightfully or wrongfully, by express will
3378pursuant to s. 620.1603(1).
3379     (2)  A person's dissociation as a general partner is
3380wrongful only if:
3381     (a)  It is in breach of an express provision of the
3382partnership agreement; or
3383     (b)  It occurs before the termination of the limited
3384partnership, and:
3385     1.  The person withdraws as a general partner by express
3386will;
3387     2.  The person is expelled as a general partner by judicial
3388determination under s. 620.1603(5);
3389     3.  The person is dissociated as a general partner by
3390becoming a debtor in bankruptcy; or
3391     4.  In the case of a person that is not an individual,
3392trust other than a business trust, or estate, the person is
3393expelled or otherwise dissociated as a general partner because
3394it willfully dissolved or terminated.
3395     (3)  A person that wrongfully dissociates as a general
3396partner is liable to the limited partnership and, subject to s.
3397620.2001, to the other partners for damages caused by the
3398dissociation. The liability is in addition to any other
3399obligation of the general partner to the limited partnership or
3400to the other partners.
3401     620.1605  Effect of dissociation as general partner.--
3402     (1)  Upon a person's dissociation as a general partner:
3403     (a)  The person's right to participate as a general partner
3404in the management and conduct of the partnership's activities
3405terminates.
3406     (b)  The person's duty of loyalty as a general partner
3407under s. 620.1408(2)(c) terminates.
3408     (c)  The person's duty of loyalty as a general partner
3409under s. 620.1408(2)(a) and (b) and duty of care under s.
3410620.1408(3) continue only with regard to matters arising and
3411events occurring before the person's dissociation as a general
3412partner.
3413     (2)  The person may sign and deliver to the Department of
3414State for filing a statement of dissociation pertaining to the
3415person and, at the request of the limited partnership, shall
3416sign an amendment to the certificate of limited partnership
3417which states that the person has dissociated.
3418     (3)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3419transferable interest owned by the person immediately before
3420dissociation in the person's capacity as a general partner is
3421owned by the person as a mere transferee.
3422     (4)  A person's dissociation as a general partner does not
3423of itself discharge the person from any obligation to the
3424limited partnership or the other partners which the person
3425incurred while a general partner.
3426     620.1606  Power to bind and liability to limited
3427partnership before dissolution of partnership of person
3428dissociated as general partner.--
3429     (1)  After a person is dissociated as a general partner and
3430before the limited partnership is dissolved, converted under s.
3431620.2102, or merged out of existence under s. 620.2106, the
3432limited partnership is bound by an act of the person only if:
3433     (a)  The act would have bound the limited partnership under
3434s. 620.1402 before the dissociation.
3435     (b)  At the time the other party enters into the
3436transaction:
3437     1.  Less than 2 years have passed since the dissociation.
3438     2.  The other party does not have notice of the
3439dissociation and reasonably believes that the person is a
3440general partner.
3441     (2)  If a limited partnership is bound under subsection
3442(1), the person dissociated as a general partner which caused
3443the limited partnership to be bound is liable:
3444     (a)  To the limited partnership for any damage caused to
3445the limited partnership arising from the obligation incurred
3446under subsection (1).
3447     (b)  If a general partner or another person dissociated as
3448a general partner is liable for the obligation, to the general
3449partner or other person for any damage caused to the general
3450partner or other person arising from the liability.
3451     620.1607  Liability to other persons of person dissociated
3452as general partner.--
3453     (1)  A person's dissociation as a general partner does not
3454of itself discharge the person's liability as a general partner
3455for an obligation of the limited partnership incurred before
3456dissociation. Except as otherwise provided in subsections (2)
3457and (3), the person is not liable for a limited partnership's
3458obligation incurred after dissociation.
3459     (2)  A person whose dissociation as a general partner
3460resulted in a dissolution and winding up of the limited
3461partnership's activities is liable to the same extent as a
3462general partner under s. 620.1404 on an obligation incurred by
3463the limited partnership under s. 620.1804.
3464     (3)  A person that has dissociated as a general partner but
3465whose dissociation did not result in a dissolution and winding
3466up of the limited partnership's activities is liable on a
3467transaction entered into by the limited partnership after the
3468dissociation only if:
3469     (a)  A general partner would be liable on the transaction.
3470     (b)  At the time the other party enters into the
3471transaction:
3472     1.  Less than 2 years have passed since the dissociation.
3473     2.  The other party does not have notice of the
3474dissociation and reasonably believes that the person is a
3475general partner.
3476     (4)  By agreement with a creditor of a limited partnership
3477and the limited partnership, a person dissociated as a general
3478partner may be released from liability for an obligation of the
3479limited partnership.
3480     (5)  A person dissociated as a general partner is released
3481from liability for an obligation of the limited partnership if
3482the limited partnership's creditor, with notice of the person's
3483dissociation as a general partner but without the person's
3484consent, agrees to a material alteration in the nature or time
3485of payment of the obligation.
3486     620.1701  Partner's transferable interest; certificates.--
3487     (1)  The only interest of a partner which is transferable
3488is the partner's transferable interest. A transferable interest
3489is personal property.
3490     (2)  The partnership agreement may provide that a partner's
3491interest in a limited partnership may be evidenced by a
3492certificate issued by the limited partnership and may also
3493provide for the assignment or transfer of any interest in the
3494limited partnership represented by such a certificate and make
3495other provisions with respect to such certificates.
3496     620.1702  Transfer of partner's transferable interest.--
3497     (1)  A transfer, in whole or in part, of a partner's
3498transferable interest:
3499     (a)  Is permissible.
3500     (b)  Does not by itself cause the partner's dissociation or
3501a dissolution and winding up of the limited partnership's
3502activities.
3503     (c)  Does not, as against the other partners or the limited
3504partnership, entitle the transferee to participate in the
3505management or conduct of the limited partnership's activities,
3506to require access to any information to which a limited partner
3507would otherwise have access under s. 620.1304, except as
3508otherwise provided in subsection (3), or to inspect or copy the
3509required information or the limited partnership's other records.
3510     (2)  A transferee has a right to receive, in accordance
3511with the transfer:
3512     (a)  Distributions to which the transferor would otherwise
3513be entitled.
3514     (b)  Upon the dissolution and winding up of the limited
3515partnership's activities the net amount otherwise distributable
3516to the transferor.
3517     (3)  In a dissolution and winding up, a transferee is
3518entitled to an account of the limited partnership's transactions
3519only from the date of dissolution.
3520     (4)  Upon transfer, the transferor retains the rights of a
3521partner other than the interest in distributions transferred and
3522retains all duties and obligations of a partner.
3523     (5)  A limited partnership need not give effect to a
3524transferee's rights under this section until the limited
3525partnership has notice of the transfer.
3526     (6)  A transfer of a partner's transferable interest in the
3527limited partnership in violation of a restriction on transfer
3528contained in the partnership agreement is ineffective as to a
3529person having notice of the restriction at the time of transfer.
3530     (7)  A transferee that becomes a partner with respect to a
3531transferable interest is liable for the transferor's obligations
3532under ss. 620.1502 and 620.1509. However, the transferee is not
3533obligated for liabilities unknown to the transferee at the time
3534the transferee became a partner.
3535     620.1703  Rights of creditor of partner or transferee.--
3536     (1)  On application to a court of competent jurisdiction by
3537any judgment creditor of a partner or transferee, the court may
3538charge the partnership interest of the partner or transferable
3539interest of a transferee with payment of the unsatisfied amount
3540of the judgment with interest. To the extent so charged, the
3541judgment creditor has only the rights of a transferee of the
3542partnership interest.
3543     (2)  This act shall not deprive any partner or transferee
3544of the benefit of an exemption law applicable to the partner's
3545partnership or transferee's transferable interest.
3546     (3)  This section provides the exclusive remedy which a
3547judgment creditor of a partner or transferee may use to satisfy
3548a judgment out of the judgment debtor's interest in the limited
3549partnership or transferable interest. Other remedies, including
3550foreclosure on the partner's interest in the limited partnership
3551or a transferee's transferable interest and a court order for
3552directions, accounts, and inquiries that the debtor general or
3553limited partner might have made, are not available to the
3554judgment creditor attempting to satisfy the judgment out of the
3555judgment debtor's interest in the limited partnership and may
3556not be ordered by a court.
3557     620.1704  Power of estate of deceased partner.--If a
3558partner dies, the deceased partner's personal representative or
3559other legal representative may exercise the rights of a
3560transferee as provided in s. 620.1702 and, for the purposes of
3561settling the estate, may exercise the rights of a current
3562limited partner under s. 620.1304.
3563     620.1801  Nonjudicial dissolution.--
3564     (1)  Except as otherwise provided in s. 620.1802, a limited
3565partnership is dissolved, and its activities must be wound up,
3566only upon the occurrence of any of the following:
3567     (a)  The happening of an event specified in the partnership
3568agreement;
3569     (b)  The consent of all general partners and of all limited
3570partners;
3571     (c)  After the dissociation of a person as a general
3572partner:
3573     1.  If the limited partnership has at least one remaining
3574general partner, the consent to dissolve the limited partnership
3575by all partners at the time the consent is to be effective; or
3576     2.  If the limited partnership does not have a remaining
3577general partner, the passage of 90 days after the dissociation,
3578unless before the end of the period:
3579     a.  Consent to continue the activities of the limited
3580partnership and admit at least one general partner is given by
3581all partners at the time the consent is to be effective;
3582     b.  At least one person is admitted as a general partner in
3583accordance with the consent;
3584     (d)  The passage of 90 days after the dissociation of the
3585limited partnership's last limited partner, unless before the
3586end of the period the limited partnership admits at least one
3587limited partner; or
3588     (e)  The signing and filing of a declaration of dissolution
3589by the Department of State under s. 620.1809(3).
3590     (2)  Upon the occurrence of an event specified in
3591paragraphs (1)(a)-(d), the limited partnership shall file a
3592certificate of dissolution as provided in s. 620.1203.
3593     620.1802  Judicial dissolution.--On application by a
3594partner, the circuit court may order dissolution of a limited
3595partnership if it is not reasonably practicable to carry on the
3596activities of the limited partnership in conformity with the
3597partnership agreement.
3598     620.1803  Winding up.--
3599     (1)  A limited partnership continues after dissolution only
3600for the purpose of winding up its activities.
3601     (2)  In winding up its activities, the limited partnership:
3602     (a)  May preserve the limited partnership business or
3603property as a going concern for a reasonable time, prosecute and
3604defend actions and proceedings, whether civil, criminal, or
3605administrative, transfer the limited partnership's property,
3606settle disputes by mediation or arbitration, and perform other
3607necessary acts.
3608     (b)  Shall discharge, make provision for, or otherwise
3609address the limited partnership's liabilities, settle and close
3610the limited partnership's activities, and marshal and distribute
3611the assets of the partnership.
3612     (c)  May file a statement of termination as provided in s.
3613620.1203.
3614     (3)  If a dissolved limited partnership does not have a
3615general partner, a person to wind up the dissolved limited
3616partnership's activities may be appointed by the consent of
3617limited partners owning a majority of the rights to receive
3618distributions as limited partners at the time the consent is to
3619be effective. A person appointed under this subsection:
3620     (a)  Has the powers of a general partner under s. 620.1804.
3621     (b)  Shall promptly amend the certificate of limited
3622partnership to state:
3623     1.  That the limited partnership does not have a general
3624partner.
3625     2.  The name of the person that has been appointed to wind
3626up the limited partnership.
3627     3.  The street and mailing address of the person.
3628     (4)  On the application of any partner, the circuit court
3629may order judicial supervision of the winding up, including the
3630appointment of a person to wind up the dissolved limited
3631partnership's activities, if:
3632     (a)  A limited partnership does not have a general partner
3633and within a reasonable time following the dissolution no person
3634has been appointed pursuant to subsection (3); or
3635     (b)  The applicant establishes other good cause.
3636     620.1804  Power of general partner and person dissociated
3637as general partner to bind partnership after dissolution.--
3638     (1)  A limited partnership is bound by a general partner's
3639act after dissolution which:
3640     (a)  Is appropriate for winding up the limited
3641partnership's activities; or
3642     (b)  Would have bound the limited partnership under s.
3643620.1402 before dissolution, if, at the time the other party
3644enters into the transaction, the other party does not have
3645notice of the dissolution.
3646     (2)  A person dissociated as a general partner binds a
3647limited partnership through an act occurring after dissolution
3648if:
3649     (a)  At the time the other party enters into the
3650transaction:
3651     1.  Less than 2 years have passed since the dissociation.
3652     2.  The other party does not have notice of the
3653dissociation and reasonably believes that the person is a
3654general partner.
3655     (b)  The act:
3656     1.  Is appropriate for winding up the limited partnership's
3657activities; or
3658     2.  Would have bound the limited partnership under s.
3659620.1402 before dissolution and at the time the other party
3660enters into the transaction the other party does not have notice
3661of the dissolution.
3662     620.1805  Liability after dissolution of general partner
3663and person dissociated as general partner to limited
3664partnership, other general partners, and persons dissociated as
3665general partner.--
3666     (1)  If a general partner having knowledge of the
3667dissolution causes a limited partnership to incur an obligation
3668under s. 620.1804(1) by an act that is not appropriate for
3669winding up the partnership's activities, the general partner is
3670liable:
3671     (a)  To the limited partnership for any damage caused to
3672the limited partnership arising from the obligation.
3673     (b)  If another general partner or a person dissociated as
3674a general partner is liable for the obligation, to that other
3675general partner or person for any damage caused to that other
3676general partner or person arising from the liability.
3677     (2)  If a person dissociated as a general partner causes a
3678limited partnership to incur an obligation under s. 620.1804(2),
3679the person is liable:
3680     (a)  To the limited partnership for any damage caused to
3681the limited partnership arising from the obligation.
3682     (b)  If a general partner or another person dissociated as
3683a general partner is liable for the obligation, to the general
3684partner or other person for any damage caused to the general
3685partner or other person arising from the liability.
3686     620.1806  Known claims against dissolved limited
3687partnership.--
3688     (1)  A dissolved limited partnership or successor entity,
3689as defined in subsection (14), may dispose of the known claims
3690against it by following the procedure described in subsections
3691(2), (3), and (4).
3692     (2)  A dissolved limited partnership or successor entity
3693shall deliver to each of its known claimants written notice of
3694the dissolution at any time after its effective date. The
3695written notice shall:
3696     (a)  Provide a reasonable description of the claim that the
3697claimant may be entitled to assert.
3698     (b)  State whether the claim is admitted or not admitted,
3699in whole or in part, and, if admitted:
3700     1.  The amount that is admitted, which may be as of a given
3701date.
3702     2.  Any interest obligation if fixed by an instrument of
3703indebtedness.
3704     (c)  Provide a mailing address to which a claim may be
3705sent.
3706     (d)  State the deadline, which may not be fewer than 120
3707days after the effective date of the written notice, by which
3708confirmation of the claim must be delivered to the dissolved
3709limited partnership or successor entity.
3710     (e)  State that the dissolved limited partnership or
3711successor entity may make distributions thereafter to other
3712claimants and to the partners or transferees of the limited
3713partnership or persons interested as having been such without
3714further notice.
3715     (f)  Unless the limited partnership has been throughout its
3716existence a limited liability limited partnership, state that
3717the barring of a claim against the limited partnership will also
3718bar any corresponding claim against any general partner or
3719person dissociated as a general partner which is based on s.
3720620.1404.
3721     (3)  A dissolved limited partnership or successor entity
3722may reject, in whole or in part, any claim made by a claimant
3723pursuant to this subsection by mailing notice of such rejection
3724to the claimant within 90 days after receipt of such claim and,
3725in all events, at least 150 days before expiration of 3 years
3726following the effective date of dissolution. A notice sent by
3727the dissolved limited partnership or successor entity pursuant
3728to this subsection shall be accompanied by a copy of this
3729section.
3730     (4)  A dissolved limited partnership or successor entity
3731electing to follow the procedures described in subsections (2)
3732and (3) shall also give notice of the dissolution of the limited
3733partnership to persons with known claims, that are contingent
3734upon the occurrence or nonoccurrence of future events or
3735otherwise conditional or unmatured, and request that such
3736persons present such claims in accordance with the terms of such
3737notice. Such notice shall be in substantially the form, and sent
3738in the same manner, as described in subsection (2).
3739     (5)  A dissolved limited partnership or successor entity
3740shall offer any claimant whose known claim is contingent,
3741conditional, or unmatured such security as the limited
3742partnership or such entity determines is sufficient to provide
3743compensation to the claimant if the claim matures. The dissolved
3744limited partnership or successor entity shall deliver such offer
3745to the claimant within 90 days after receipt of such claim and,
3746in all events, at least 150 days before expiration of 3 years
3747following the effective date of dissolution. If the claimant
3748offered such security does not deliver in writing to the
3749dissolved limited partnership or successor entity a notice
3750rejecting the offer within 120 days after receipt of such offer
3751for security, the claimant is deemed to have accepted such
3752security as the sole source from which to satisfy his or her
3753claim against the limited partnership.
3754     (6)  A dissolved limited partnership or successor entity
3755which has given notice in accordance with subsections (2) and
3756(4), and is seeking the protection offered by subsections (9)
3757and (12), shall petition the circuit court in the county in
3758which the limited partnership's principal office is located or
3759was located at the effective date of dissolution to determine
3760the amount and form of security that will be sufficient to
3761provide compensation to any claimant who has rejected the offer
3762for security made pursuant to subsection (5).
3763     (7)  A dissolved limited partnership or successor entity
3764which has given notice in accordance with subsection (2), and is
3765seeking the protection offered by subsections (9) and (12),
3766shall petition the circuit court in the county in which the
3767limited partnership's principal office is located or was located
3768at the effective date of dissolution to determine the amount and
3769form of security which will be sufficient to provide
3770compensation to claimants whose claims are known to the limited
3771partnership or successor entity but whose identities are
3772unknown. The court shall appoint a guardian ad litem to
3773represent all claimants whose identities are unknown in any
3774proceeding brought under this subsection. The reasonable fees
3775and expenses of such guardian, including all reasonable expert
3776witness fees, shall be paid by the petitioner in such
3777proceeding.
3778     (8)  The giving of any notice or making of any offer
3779pursuant to the provisions of this section shall not revive any
3780claim then barred or constitute acknowledgment by the dissolved
3781limited partnership or successor entity that any person to whom
3782such notice is sent is a proper claimant and shall not operate
3783as a waiver of any defense or counterclaim in respect of any
3784claim asserted by any person to whom such notice is sent.
3785     (9)  A dissolved limited partnership or successor entity
3786which has followed the procedures described in subsections (2)-
3787(7):
3788     (a)  Shall pay the claims admitted or made and not rejected
3789in accordance with subsection (3).
3790     (b)  Shall post the security offered and not rejected
3791pursuant to subsection (5).
3792     (c)  Shall post any security ordered by the circuit court
3793in any proceeding under subsections (6) and (7).
3794     (d)  Shall pay or make provision for all other known
3795obligations of the limited partnership or such successor entity.
3796
3797If there are sufficient funds, such claims or obligations shall
3798be paid in full, and any such provision for payments shall be
3799made in full. 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; however, such distribution may
3805not be made before the expiration of 150 days after the date of
3806the last notice of any rejection given pursuant to subsection
3807(3). In the absence of actual fraud, the judgment of the general
3808partners of the dissolved limited partnership, or other person
3809or persons winding up the limited partnership under s. 620.1803,
3810or the governing persons of such successor entity, as to the
3811provisions made for the payment of all obligations under
3812paragraph (9)(d), is conclusive.
3813     (10)  A dissolved limited partnership or successor entity
3814which has not followed the procedures described in subsections
3815(2) and (3) shall pay or make reasonable provision to pay all
3816known claims and obligations, including all contingent,
3817conditional, or unmatured claims known to the dissolved limited
3818partnership or such successor entity and all claims which are
3819known to the dissolved limited partnership or such successor
3820entity but for which the identity of the claimant is unknown. If
3821there are sufficient funds, such claims shall be paid in full,
3822and any such provision made for payment shall be made in full.
3823If there are insufficient funds, such claims and obligations
3824shall be paid or provided for according to their priority and,
3825among claims of equal priority, ratably to the extent of funds
3826legally available therefor. Any remaining funds shall be
3827distributed to the partners and transferees of the dissolved
3828limited partnership.
3829     (11)  Except for any general partner otherwise liable under
3830s. 620.1404, s. 620.1405, or s. 620.1607, a partner or
3831transferee of a dissolved limited partnership the assets of
3832which were distributed pursuant to subsection (9) or subsection
3833(10) is not liable for any claim against the limited partnership
3834in an amount in excess of such partner's or transferee's pro
3835rata share of the claim or the amount distributed to the partner
3836or transferee, whichever is less.
3837     (l2)  A partner, whether or not a general partner, or
3838transferee of a dissolved limited partnership, the assets of
3839which were distributed pursuant to subsection (9), is not liable
3840for any claim against the limited partnership which claim is
3841known to the limited partnership or successor entity and on
3842which a proceeding is not begun prior to the expiration of 3
3843years following the effective date of dissolution.
3844     (13)  Except for any general partner otherwise liable under
3845s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the
3846relief provided under subsection (12), the aggregate liability
3847of any person for claims against the dissolved limited
3848partnership arising under this section or s. 620.1807 may not
3849exceed the amount distributed to the person in dissolution.
3850     (14)  As used in this section or s. 620.1807, the term
3851"successor entity" includes any trust, receivership, or other
3852legal entity governed by the laws of this state to which the
3853remaining assets and liabilities of a dissolved limited
3854partnership are transferred and which exists solely for the
3855purposes of prosecuting and defending suits by or against the
3856dissolved limited partnership, enabling the dissolved limited
3857partnership to settle and close the business of the dissolved
3858limited partnership, to dispose of and convey the property of
3859the dissolved limited partnership, to discharge the liabilities
3860of the dissolved limited partnership, and to distribute to the
3861dissolved limited partnership's partners any remaining assets,
3862but not for the purpose of continuing the business for which the
3863dissolved limited partnership was organized.
3864     620.1807  Unknown claims against dissolved limited
3865partnership.--
3866     (1)  In addition to filing the certificate of dissolution
3867under s. 620.1801(2), a dissolved limited partnership or
3868successor entity, as defined in s. 620.1806(14), may also file
3869with the Department of State on the form prescribed by the
3870department a request that persons with claims against the
3871limited partnership which are not known to the limited
3872partnership or successor entity present them in accordance with
3873the notice.
3874     (2)  The notice must:
3875     (a)  Describe the information that must be included in a
3876claim and provide a mailing address to which the claim may be
3877sent.
3878     (b)  State that a claim against the limited partnership
3879will be barred unless a proceeding to enforce the claim is
3880commenced within 4 years after the filing of the notice.
3881     (3)  If the dissolved limited partnership or successor
3882entity files the notice in accordance with subsections (1) and
3883(2), the claim of each of the following claimants is barred
3884unless the claimant commences a proceeding to enforce the claim
3885against the dissolved limited partnership within 4 years after
3886the filing date:
3887     (a)  A claimant who did not receive written notice under s.
3888620.1806(9) or whose claim was not provided for under s.
3889620.1806(10), whether such claim is based on an event occurring
3890before or after the effective date of dissolution.
3891     (b)  A claimant whose claim was timely sent to the
3892dissolved limited partnership but not acted on.
3893     (4)  A claim may be enforced under this section:
3894     (a)  Against the dissolved limited partnership, to the
3895extent of its undistributed assets; or
3896     (b)  If the assets have been distributed in liquidation,
3897against a partner or transferee of the dissolved limited
3898partnership to the extent of such partner's or transferee's pro
3899rata share of the claim or the limited partnership assets
3900distributed to such partner or transferee in liquidation,
3901whichever is less, provided the aggregate liability of any
3902person for all claims against the dissolved limited partnership
3903arising under this section or s. 620.1806, or, with respect to a
3904limited partner, otherwise, may not exceed the amount
3905distributed to the person in liquidation; or
3906     (c)  Against any person liable on the claim under s.
3907620.1404.
3908     620.1808  Liability of general partner and person
3909dissociated as general partner when claim against limited
3910partnership barred.--If a claim is barred under s. 620.1806 or
3911s. 620.1807, any corresponding claim under s. 620.1404, s.
3912620.1405, or s. 620.1607 is also barred.
3913     620.1809  Administrative dissolution.--
3914     (1)  The Department of State may dissolve a limited
3915partnership administratively if the limited partnership does
3916not, within 60 days after the due date:
3917     (a)  Pay any fee or penalty due to the Department of State
3918under this act or other law;
3919     (b)  Deliver its annual report to the Department of State;
3920     (c)  Appoint and maintain a registered agent as required by
3921s. 620.1114; or
3922     (d)  Deliver for filing a statement of a change under s.
3923620.1115 within 30 days after a change has occurred in the name
3924of the registered agent or the registered office address.
3925     (2)  If the Department of State determines that a ground
3926exists for administratively dissolving a limited partnership,
3927the Department of State shall file a record of the determination
3928and send a copy to the limited partnership.
3929     (3)  If within 60 days after sending the copy the limited
3930partnership does not correct each ground for dissolution or
3931demonstrate to the reasonable satisfaction of the Department of
3932State that each ground determined by the Department of State
3933does not exist, the Department of State shall administratively
3934dissolve the limited partnership by preparing, signing, and
3935filing a declaration of dissolution that states the grounds for
3936dissolution. The Department of State shall send the limited
3937partnership a copy of the filed declaration.
3938     (4)  A limited partnership administratively dissolved
3939continues its existence but may carry on only activities
3940necessary to wind up its activities and liquidate its assets
3941under ss. 620.1803 and 620.1812 and to notify claimants under
3942ss. 620.1806 and 620.1807.
3943     (5)  The administrative dissolution of a limited
3944partnership does not terminate the authority of its agent for
3945service of process.
3946     (6)  A partner of a limited partnership is not liable for
3947the obligations of the limited partnership solely by reason of
3948the foreign limited partnership's having been administratively
3949dissolved pursuant to this section.
3950     620.1810  Reinstatement following administrative
3951dissolution.--
3952     (1)  A limited partnership that has been administratively
3953dissolved under s. 620.1809 may apply to the Department of State
3954for reinstatement at any time after the effective date of
3955dissolution. The limited partnership must submit a form of
3956reinstatement prescribed and furnished by the Department of
3957State together with all fees then owed by the limited
3958partnership, computed at a rate provided by law at the time the
3959limited partnership applies for reinstatement.
3960     (2)  As an alternative to submitting the form of
3961reinstatement referred to in subsection (1), the limited
3962partnership may submit a current annual report, signed by its
3963registered agent and a general partner, which contains the same
3964information described in subsection (1).
3965     (3)  If the Department of State determines that the
3966application for reinstatement, or current annual report
3967described in subsection (2), contains the information required
3968by subsection (1) and that the information is correct, the
3969Department of State shall reinstate the limited partnership.
3970     (4)  When the reinstatement becomes effective, the
3971reinstatement relates back to and takes effect as of the
3972effective date of the administrative dissolution, and the
3973limited partnership may resume its activities as if the
3974administrative dissolution had never occurred.
3975     620.1811  Appeal from denial of reinstatement.--
3976     (1)  If the Department of State denies a limited
3977partnership's request for reinstatement following administrative
3978dissolution, the Department of State shall prepare, sign, and
3979file a notice that explains the reason or reasons for denial and
3980serve the limited partnership with a copy of the notice.
3981     (2)  Within 30 days after service of the notice of denial,
3982the limited partnership may appeal from the denial of
3983reinstatement by petitioning the circuit court to set aside the
3984dissolution. The petition must be served on the Department of
3985State and contain a copy of the Department of State's
3986declaration of dissolution, the limited partnership's
3987application for reinstatement, and the Department of State's
3988notice of denial.
3989     (3)  The court may summarily order the Department of State
3990to reinstate the dissolved limited partnership or may take other
3991action the court considers appropriate.
3992     620.1812  Revocation of dissolution.--
3993     (1)  A limited partnership that has dissolved as the result
3994of an event described in ss. 620.1801(1)(a)-(d) and filed a
3995certificate of dissolution with the Department of State may
3996revoke its dissolution at any time prior to the expiration of
3997120 days following the effective date of its certificate of
3998dissolution.
3999     (2)  Revocation of dissolution shall be authorized in the
4000same manner as the dissolution was authorized.
4001     (3)  After revocation of dissolution is authorized, the
4002limited partnership shall deliver a certificate of revocation of
4003dissolution to the Department of State for filing, together with
4004a copy of its certificate of dissolution, that sets forth:
4005     (a)  The name of the limited partnership.
4006     (b)  The effective date of the dissolution that was
4007revoked.
4008     (c)  The date that the revocation of dissolution was
4009authorized.
4010     (4)  If there has been substantial compliance with
4011subsection (3), subject to s. 620.1206(3) the revocation of
4012dissolution is effective when the Department of State files the
4013certificate of revocation of dissolution.
4014     (5)  When the revocation of dissolution is effective, the
4015revocation of dissolution relates back to and takes effect as of
4016the effective date of the dissolution, and the limited
4017partnership resumes carrying on its business as if dissolution
4018had never occurred.
4019     620.1813  Disposition of assets; when contributions
4020required.--
4021     (1)  In winding up a limited partnership's activities, the
4022assets of the limited partnership, including the contributions
4023required by this section, must be applied to satisfy the limited
4024partnership's obligations to creditors, including, to the extent
4025permitted by law, partners that are creditors.
4026     (2)  Any surplus remaining after the limited partnership
4027complies with subsection (1) must be paid in cash as a
4028distribution.
4029     (3)  If a limited partnership's assets are insufficient to
4030satisfy all of its obligations under subsection (1), with
4031respect to each unsatisfied obligation incurred when the limited
4032partnership was not a limited liability limited partnership,
4033subject to s. 620.1808 the following rules apply:
4034     (a)  Each person that was a general partner when the
4035obligation was incurred and that has not been released from the
4036obligation under s. 620.1607 shall contribute to the limited
4037partnership for the purpose of enabling the limited partnership
4038to satisfy the obligation. The contribution due from each of
4039those persons is in proportion to the right to receive
4040distributions in the capacity of general partner in effect for
4041each of those persons when the obligation was incurred.
4042     (b)  If a person does not contribute the full amount
4043required under paragraph (a) with respect to an unsatisfied
4044obligation of the limited partnership, the other persons
4045required to contribute by paragraph (a) on account of the
4046obligation shall contribute the additional amount necessary to
4047discharge the obligation. The additional contribution due from
4048each of those other persons is in proportion to the right to
4049receive distributions in the capacity of general partner in
4050effect for each of those other persons when the obligation was
4051incurred.
4052     (c)  If a person does not make the additional contribution
4053required by paragraph (b), further additional contributions are
4054determined and due in the same manner as provided in that
4055paragraph.
4056     (4)  A person that makes an additional contribution under
4057paragraph (3)(b) or paragraph (3)(c) may recover from any person
4058whose failure to contribute under paragraph (3)(a) or paragraph
4059(3)(b) necessitated the additional contribution. A person may
4060not recover under this subsection more than the amount
4061additionally contributed. A person's liability under this
4062subsection may not exceed the amount the person failed to
4063contribute.
4064     (5)  The estate of a deceased individual is liable for the
4065person's obligations under this section.
4066     (6)  An assignee for the benefit of creditors of a limited
4067partnership or a partner, or a person appointed by a court to
4068represent creditors of a limited partnership or a partner, may
4069enforce a person's obligation to contribute under subsection
4070(3).
4071     620.1901  Governing law regarding foreign limited
4072partnerships.--
4073     (1)  The laws of the state or other jurisdiction under
4074which a foreign limited partnership is organized govern
4075relations among the partners of the foreign limited partnership
4076and between the partners and the foreign limited partnership and
4077the liability of partners as partners for an obligation of the
4078foreign limited partnership.
4079     (2)  A foreign limited partnership may not be denied a
4080certificate of authority by reason of any difference between the
4081laws of the jurisdiction under which the foreign limited
4082partnership is organized and the laws of this state.
4083     (3)  A certificate of authority does not authorize a
4084foreign limited partnership to engage in any business or
4085exercise any power that a limited partnership may not engage in
4086or exercise in this state.
4087     620.1902  Application for certificate of authority.--
4088     (1)  A foreign limited partnership shall apply for a
4089certificate of authority to transact business in this state by
4090delivering a signed application to the Department of State for
4091filing. The application must state:
4092     (a)  The name of the foreign limited partnership and, if
4093the name does not comply with s. 620.1108, an alternate name
4094adopted pursuant to s. 620.1905(1).
4095     (b)  The state or other jurisdiction under whose law the
4096foreign limited partnership is organized and the date of its
4097formation.
4098     (c)  The principal office and mailing address of the
4099foreign limited partnership.
4100     (d)  The name, street address in this state, and written
4101acceptance of the foreign limited partnership's initial
4102registered agent in this state.
4103     (e)  The name and principal office and mailing address of
4104each of the foreign limited partnership's general partners. Each
4105general partner that is not an individual must be organized or
4106otherwise registered with the Department of State as required by
4107law, must maintain an active status, and may not be dissolved,
4108revoked, or withdrawn.
4109     (f)  Whether the foreign limited partnership is a foreign
4110limited liability limited partnership.
4111     (2)  A foreign limited partnership shall deliver with the
4112completed application a certificate of existence or a record of
4113similar import signed by the Department of State or other
4114official having custody of the foreign limited partnership's
4115publicly filed records in the state or other jurisdiction under
4116whose law the foreign limited partnership is organized, dated
4117not more than 90 days prior to the delivery of the application
4118to the Secretary of State.
4119     620.1903  Activities not constituting transacting
4120business.--
4121     (1)  Activities of a foreign limited partnership which do
4122not constitute transacting business in this state within the
4123meaning of s. 620.1902 include:
4124     (a)  Maintaining, defending, and settling an action or
4125proceeding.
4126     (b)  Holding meetings of its partners or carrying on any
4127other activity concerning its internal affairs.
4128     (c)  Maintaining accounts in financial institutions.
4129     (d)  Maintaining offices or agencies for the transfer,
4130exchange, and registration of the foreign limited partnership's
4131own securities or maintaining trustees or depositories with
4132respect to those securities.
4133     (e)  Selling through independent contractors.
4134     (f)  Soliciting or obtaining orders, whether by mail or
4135electronic means or through employees, agents, or otherwise, if
4136the orders require acceptance outside this state before they
4137become contracts.
4138     (g)  Creating or acquiring indebtedness, mortgages, or
4139security interests in real or personal property.
4140     (h)  Securing or collecting debts or enforcing mortgages or
4141other security interests in property securing the debts, and
4142holding, protecting, and maintaining property so acquired.
4143     (i)  Conducting an isolated transaction that is completed
4144within 30 days and is not one in the course of similar
4145transactions of a like manner.
4146     (j)  Transacting business in interstate commerce.
4147     (k)  Owning and controlling a subsidiary corporation
4148incorporated in or transacting business within this state or
4149voting the stock of any corporation which it has lawfully
4150acquired.
4151     (l)  Owning a limited partnership interest in a limited
4152partnership that is doing business within this state, unless
4153such limited partner manages or controls the partnership or
4154exercises the powers and duties of a general partner.
4155     (m)  Owning, without more, real or personal property.
4156     (2)  The list of activities in subsection (1) is not
4157exhaustive.
4158     (3)  For purposes of s. 620.1902, the ownership in this
4159state of income-producing real property or tangible personal
4160property, other than property excluded under subsection (1),
4161constitutes transacting business in this state.
4162     (4)  This section does not apply in determining the
4163contacts or activities that may subject a foreign limited
4164partnership to service of process, taxation, or regulation under
4165any other law of this state.
4166     620.1904  Filing of certificate of authority.--Unless the
4167Department of State determines that an application for a
4168certificate of authority does not comply with the filing
4169requirements of this act, the Department of State, upon payment
4170of all filing fees, shall authorize the foreign limited
4171partnership to transact business in this state.
4172     620.1905  Noncomplying name of foreign limited
4173partnership.--
4174     (1)  A foreign limited partnership whose name does not
4175comply with s. 620.1108 may not obtain a certificate of
4176authority until it adopts, for the purpose of transacting
4177business in this state, an alternate name that complies with s.
4178620.1108. A foreign limited partnership that adopts an alternate
4179name under this subsection and then obtains a certificate of
4180authority with the name need not comply with s. 865.09. After
4181obtaining a certificate of authority with an alternate name, a
4182foreign limited partnership shall transact business in this
4183state under the name unless the foreign limited partnership is
4184authorized under s. 865.09 to transact business in this state
4185under another name.
4186     (2)  If a foreign limited partnership authorized to
4187transact business in this state changes its name to one that
4188does not comply with s. 620.1108, it may not thereafter transact
4189business in this state until it complies with subsection (1) and
4190obtains an amended certificate of authority.
4191     620.1906  Revocation of certificate of authority.--
4192     (1)  A certificate of authority of a foreign limited
4193partnership to transact business in this state may be revoked by
4194the Department of State in the manner provided in subsections
4195(2) and (3) if the foreign limited partnership does not:
4196     (a)  Pay, within 60 days after the due date, any fee or
4197penalty due to the Department of State under this act or other
4198law;
4199     (b)  Deliver, within 60 days after the due date, its annual
4200report required under s. 620.1210;
4201     (c)  Appoint and maintain an agent for service of process
4202as required by s. 620.1114(2); or
4203     (d)  Deliver for filing a statement of a change under s.
4204620.1115 within 30 days after a change has occurred in the name
4205or address of the agent.
4206     (2)  In order to revoke a certificate of authority, the
4207Department of State must prepare, sign, and file a notice of
4208revocation and send a copy to the foreign limited partnership.
4209The notice must state:
4210     (a)  The  effective date of the revocation, which must be
4211at least 60 days after the date the Department of State sends
4212the copy.
4213     (b)  The foreign limited partnership's failures to comply
4214with subsection (1) which are the reason for the revocation.
4215     (3)  The authority of the foreign limited partnership to
4216transact business in this state ceases on the effective date of
4217the notice of revocation unless before that date the foreign
4218limited partnership cures each failure to comply with subsection
4219(1) stated in the notice. If the foreign limited partnership
4220cures the failures, the Department of State shall so indicate on
4221the filed notice.
4222     620.1907  Cancellation of certificate of authority; effect
4223of failure to have certificate.--
4224     (1)  In order to cancel its certificate of authority to
4225transact business in this state, a foreign limited partnership
4226must deliver to the Department of State for filing a notice of
4227cancellation. The certificate is canceled when the notice
4228becomes effective under s. 620.1206. The notice of cancellation
4229shall be signed by at least one general partner and set forth
4230the following:
4231     (a)  The name of the foreign limited partnership as it
4232appears on the records of the Department of State.
4233     (b)  The jurisdiction of its formation.
4234     (c)  The date the foreign limited partnership was
4235authorized to transact business in this state.
4236     (d)  A statement that the foreign limited partnership is
4237canceling its certificate of authority in this state.
4238     (2)  A foreign limited partnership transacting business in
4239this state may not maintain an action or proceeding in this
4240state until the foreign limited partnership has a certificate of
4241authority to transact business in this state.
4242     (3)  The failure of a foreign limited partnership to have a
4243certificate of authority to transact business in this state does
4244not impair the validity of a contract or act of the foreign
4245limited partnership or prevent the foreign limited partnership
4246from defending an action or proceeding in this state.
4247     (4)  A partner of a foreign limited partnership is not
4248liable for the obligations of the foreign limited partnership
4249solely by reason of the foreign limited partnership's having
4250transacted business in this state without a certificate of
4251authority.
4252     (5)  If a foreign limited partnership transacts business in
4253this state without a certificate of authority or cancels its
4254certificate of authority, the foreign limited partnership shall
4255appoint the Department of State as its agent for service of
4256process for rights of action arising out of the transaction of
4257business in this state.
4258     620.1908  Action by Attorney General.--The Attorney General
4259may maintain an action to restrain a foreign limited partnership
4260from transacting business in this state in violation of this
4261act.
4262     620.1909  Reinstatement following administrative
4263revocation.--
4264     (1)  A foreign limited partnership whose certificate of
4265authority was administratively revoked under s. 620.1906 may
4266apply to the Department of State for reinstatement at any time
4267after the effective date of revocation of the certificate of
4268authority. The foreign limited partnership must submit a form of
4269reinstatement prescribed and furnished by the Department of
4270State together with all fees then owed by the foreign limited
4271partnership, computed at a rate provided by law at the time the
4272foreign limited partnership applies for reinstatement.
4273     (2)  As an alternative to submitting the form of
4274reinstatement referred to in subsection (1), the foreign limited
4275partnership may submit a current annual report, signed by its
4276registered agent and a general partner, which contains the same
4277information described in subsection (1).
4278     (3)  If the Department of State determines that the
4279application for reinstatement or the current annual report
4280described in subsection (2) contains the information required by
4281subsection (1) and that the information is correct, it shall
4282reinstate the foreign limited partnership's certificate of
4283authority.
4284     (4)  When the reinstatement becomes effective, the
4285reinstatement relates back to and takes effect as of the
4286effective date of the administrative revocation, and the foreign
4287limited partnership may resume its activities as if the
4288administrative revocation had never occurred.
4289     620.1910  Amending certificate of authority.--
4290     (1)  A foreign limited partnership authorized to transact
4291business in this state shall make application to the Department
4292of State to obtain an amended certificate of authority to:
4293     (a)  Change its name on the records of the Department of
4294State;
4295     (b)  Amend its jurisdiction;
4296     (c)  Change its general partners;
4297     (d)  Add or delete its status as a limited liability
4298limited partnership; or
4299     (e)  Amend any false statement contained in its application
4300for certificate of authority.
4301     (2)  Such application shall be made within 30 days after
4302the occurrence of any change mentioned in subsection (1), must
4303be signed by at least one general partner, and shall set forth:
4304     (a)  The name of the foreign limited partnership as it
4305appears on the records of the Department of State.
4306     (b)  The jurisdiction of its formation.
4307     (c)  The date the foreign limited partnership was
4308authorized to transact business in this state.
4309     (d)  If the name of the foreign limited partnership has
4310been changed, the name relinquished and its new name.
4311     (e)  If the amendment changes the jurisdiction of the
4312foreign limited partnership, a statement of such change.
4313     (f)  If the amendment changes the general partners, the
4314name and address of each new general partner. Each general
4315partner that is not an individual must be registered with the
4316Department of State as required by law, must maintain an active
4317status, and must not be dissolved, revoked, or withdrawn.
4318     (g)  If the foreign limited partnership corrects a false
4319statement, the statement it is correcting and a statement
4320containing the corrected information.
4321     (3)  The requirements of s. 620.1902(2) for obtaining an
4322original certificate of authority apply to obtaining an amended
4323certificate under this section.
4324     620.2001  Direct action by partner.--
4325     (1)  Subject to subsection (2), a partner may maintain a
4326direct action against the limited partnership or another partner
4327for legal or equitable relief, with or without an accounting as
4328to the partnership's activities, to enforce the rights and
4329otherwise protect the interests of the partner, including rights
4330and interests under the partnership agreement or this act or
4331arising independently of the partnership relationship.
4332     (2)  A partner commencing a direct action under this
4333section is required to plead and prove an actual or threatened
4334injury that is not solely the result of an injury suffered or
4335threatened to be suffered by the limited partnership.
4336     (3)  The accrual of, and any time limitation on, a right of
4337action for a remedy under this section is governed by other law.
4338A right to an accounting upon a dissolution and winding up does
4339not revive a claim barred by law.
4340     620.2002  Derivative action.--A partner may maintain a
4341derivative action to enforce a right of a limited partnership
4342if:
4343     (1)  The partner first makes a demand on the general
4344partners requesting that they cause the limited partnership to
4345bring an action to enforce the right and the general partners do
4346not bring the action within a reasonable time; or
4347     (2)  A demand would be futile.
4348     620.2003  Proper plaintiff.--A derivative action may be
4349maintained only by a person that is a partner at the time the
4350action is commenced and:
4351     (1)  Was a partner when the conduct giving rise to the
4352action occurred; or
4353     (2)  Whose status as a partner devolved upon the person by
4354operation of law or pursuant to the terms of the partnership
4355agreement from a person that was a partner at the time of the
4356conduct.
4357     620.2004  Pleading.--In a derivative action, the complaint
4358must state with particularity:
4359     (1)  The date and content of plaintiff's demand and the
4360general partners' response to the demand; or
4361     (2)  Why demand should be excused as futile.
4362     620.2005  Proceeds and expenses.--
4363     (1)  Except as otherwise provided in subsection (2):
4364     (a)  Any proceeds or other benefits of a derivative action,
4365whether by judgment, compromise, or settlement, belong to the
4366limited partnership and not to the derivative plaintiff.
4367     (b)  If the derivative plaintiff receives any proceeds, the
4368derivative plaintiff shall immediately remit such proceeds to
4369the limited partnership.
4370     (2)  If a derivative action is successful in whole or in
4371part, the court may award the plaintiff reasonable expenses,
4372including reasonable attorney's fees, from the limited
4373partnership.
4374     620.2101  Definitions.--As used in this section and ss.
4375620.2102-620.2124:
4376     (1)  "Constituent limited partnership" means a constituent
4377organization that is a limited partnership.
4378     (2)  "Constituent organization" means an organization that
4379is party to a merger.
4380     (3)  "Converted organization" means the organization into
4381which a converting organization converts pursuant to ss.
4382620.2102-620.2105.
4383     (4)  "Converting limited partnership" means a converting
4384organization that is a limited partnership.
4385     (5)  "Converting organization" means an organization that
4386converts into another organization pursuant to s. 620.2102.
4387     (6)  "General partner" means a general partner of a limited
4388partnership.
4389     (7)  "Governing law" of an organization means the law that
4390governs the organization's internal affairs.
4391     (8)  "Organization" means a corporation; general
4392partnership, including a limited liability partnership; limited
4393partnership, including a limited liability limited partnership;
4394limited liability company; common law or business trust or
4395association; real estate investment trust; or any other person
4396organized under a governing statute or other applicable law,
4397provided such term does not include an organization that is not
4398organized for profit unless the not-for-profit organization is
4399the converted organization or the surviving organization in a
4400conversion or a merger governed by this act. The term includes
4401domestic and foreign organizations.
4402     (9)  "Organizational documents" means:
4403     (a)  For a domestic or foreign general partnership, its
4404partnership agreement.
4405     (b)  For a limited partnership or foreign limited
4406partnership, its certificate of limited partnership and
4407partnership agreement.
4408     (c)  For a domestic or foreign limited liability company,
4409its articles of organization and operating agreement, or
4410comparable records as provided in its governing law.
4411     (d)  For a business trust, its agreement of trust and
4412declaration of trust.
4413     (e)  For a domestic or foreign corporation for profit, its
4414articles of incorporation, bylaws, and other agreements among
4415its shareholders which are authorized by its governing law, or
4416comparable records as provided in its governing law.
4417     (f)  For any other organization, the basic records that
4418create the organization and determine its internal governance
4419and the relations among the persons that own such organization,
4420have an interest in the organization, or are members of the
4421organization.
4422     (10)  "Personal liability" means personal liability for a
4423debt, liability, or other obligation of an organization which is
4424imposed on a person that coowns, has an interest in, or is a
4425member of the organization:
4426     (a)  By the organization's governing law solely by reason
4427of the person's coowning, having an interest in, or being a
4428member of the organization; or
4429     (b)  By the organization's organizational documents under a
4430provision of the organization's governing law authorizing those
4431documents to make one or more specified persons liable for all
4432or specified debts, liabilities, and other obligations of the
4433organization solely by reason of the person or persons'
4434coowning, having an interest in, or being a member of the
4435organization.
4436     (11)  "Surviving organization" means an organization into
4437which one or more other organizations are merged. A surviving
4438organization may preexist the merger or be created by the
4439merger.
4440     620.2102  Conversion.--
4441     (1)  An organization other than a limited partnership may
4442convert to a limited partnership, and a limited partnership may
4443convert to another organization, other than an organization
4444which is also a domestic limited partnership governed by this
4445act, pursuant to this section and ss. 620.2103-620.2105 and a
4446plan of conversion, if:
4447     (a)  The other organization's governing law authorizes the
4448conversion.
4449     (b)  The conversion is permitted by the law of the
4450jurisdiction that enacted the governing law.
4451     (c)  The other organization complies with its governing law
4452in effecting the conversion.
4453     (2)  A plan of conversion must be in a record and must
4454include:
4455     (a)  The name and form of the organization before
4456conversion.
4457     (b)  The name and form of the organization after
4458conversion.
4459     (c)  The terms and conditions of the conversion, including
4460the manner and basis for converting interests in the converting
4461organization into any combination of money, interests in the
4462converted organization, and other consideration.
4463     (d)  The organizational documents of the converted
4464organization.
4465     620.2103  Action on plan of conversion by converting
4466limited partnership.--
4467     (1)  A plan of conversion must be consented to by all of
4468the general partners of a converting limited partnership.
4469Subject to s. 620.2110, the plan of conversion must also be
4470consented to by those limited partners who own a majority of the
4471rights to receive distributions as limited partners at the time
4472the consent is effective, provided, if there is more than one
4473class or group of limited partners, the plan of conversion must
4474be consented to by those limited partners in each class or group
4475which owns a majority of the rights to receive distributions as
4476limited partners in that class or group at the time the consent
4477is effective. The consents required by this subsection must be
4478in, or evidenced by, a record.
4479     (2)  Subject to s. 620.2110 and any contractual rights,
4480after a conversion is approved, and at any time before a filing
4481is made under s. 620.2104, a converting limited partnership may
4482amend the plan or abandon the planned conversion:
4483     (a)  As provided in the plan.
4484     (b)  Except as prohibited by the plan, by the same consent
4485as was required to approve the plan.
4486     620.2104  Filings required for conversion; effective
4487date.--
4488     (1)  After a plan of conversion is approved:
4489     (a)  A converting limited partnership shall deliver to the
4490Department of State for filing a certificate of conversion,
4491signed by each general partner listed in the certificate of
4492limited partnership, and must include:
4493     1.  A statement that the limited partnership has been
4494converted into another organization.
4495     2.  The name and form of the organization and the
4496jurisdiction of its governing law.
4497     3.  The date the conversion is effective under the
4498governing law of the converted organization.
4499     4.  A statement that the conversion was approved as
4500required by this act.
4501     5.  A statement that the conversion was approved as
4502required by the governing law of the converted organization.
4503     6.  If the converted organization is a foreign organization
4504not authorized to transact business in this state, the street
4505and mailing address of an office which the Department of State
4506may use for the purposes of s. 620.2105(3).
4507     (b)  If the converting organization is not a converting
4508limited partnership, the converting organization shall deliver
4509to the Department of State for filing:
4510     1.  A certificate of limited partnership containing the
4511information required by s. 620.1201, signed by each general
4512partner as required by s. 620.1204(1)(a).
4513     2.  A certificate of conversion, which certificate of
4514conversion must include:
4515     a.  A statement that the limited partnership was converted
4516from another organization.
4517     b.  The name and form of the converting organization and
4518the jurisdiction of its governing law.
4519     c.  A statement that the conversion was approved as
4520required by this act.
4521     d.  A statement that the conversion was approved in a
4522manner that complied with the converting organization's
4523governing law.
4524     (2)  A conversion becomes effective:
4525     (a)  If the converted organization is a limited
4526partnership, when the certificate of limited partnership takes
4527effect.
4528     (b)  If the converted organization is not a limited
4529partnership, as provided by the governing law of the converted
4530organization.
4531     620.2105  Effect of conversion.--
4532     (1)  An organization that has been converted pursuant to
4533this act is for all purposes the same entity that existed before
4534the conversion.
4535     (2)  When a conversion takes effect:
4536     (a)  Title to all real and other property, or any interest
4537in such property, owned by the converting organization at the
4538time of its conversion remains vested in the converted
4539organization without reversion or impairment under this act.
4540     (b)  All debts, liabilities, and other obligations of the
4541converting organization continue as obligations of the converted
4542organization.
4543     (c)  An action or proceeding pending by or against the
4544converting organization may be continued as if the conversion
4545had not occurred.
4546     (d)  Except as prohibited by other law, all of the rights,
4547privileges, immunities, powers, and purposes of the converting
4548organization remain vested in the converted organization.
4549     (e)  Except as otherwise provided in the plan of
4550conversion, the terms and conditions of the plan of conversion
4551take effect.
4552     (f)  Except as otherwise agreed, the conversion does not
4553dissolve a converting limited partnership for the purposes of
4554ss. 620.1801-620.1813.
4555     (3)  A converted organization that is a foreign
4556organization consents to the jurisdiction of the courts of this
4557state to enforce any obligation owed by the converting limited
4558partnership, if before the conversion the converting limited
4559partnership was subject to suit in this state on the obligation.
4560A converted organization that is a foreign organization and not
4561authorized to transact business in this state appoints the
4562Department of State as its agent for service of process for
4563purposes of enforcing an obligation under this subsection and
4564any appraisal rights of limited partners under ss. 620.2113-
4565620.2124 to the extent applicable to the conversion. Service on
4566the Department of State under this subsection is made in the
4567same manner and with the same consequences as in s. 620.1117(3)
4568and (4).
4569     (4)  A copy of the statement of conversion, certified by
4570the Department of State, may be filed in any county of this
4571state in which the converting organization holds an interest in
4572real property.
4573     620.2106  Merger.--
4574     (1)  A limited partnership may merge with one or more other
4575constituent organizations pursuant to this section and ss.
4576620.2107-620.2109 and a plan of merger, if:
4577     (a)  The governing law of each of the other organizations
4578authorizes the merger.
4579     (b)  The merger is permitted by the law of a jurisdiction
4580that enacted each of those governing law.
4581     (c)  Each of the other organizations complies with its
4582governing law in effecting the merger.
4583     (2)  A plan of merger must be in a record and must include:
4584     (a)  The name and form of each constituent organization.
4585     (b)  The name and form of the surviving organization.
4586     (c)  The terms and conditions of the merger, including the
4587manner and basis for converting the interests in each
4588constituent organization into any combination of money,
4589interests in the surviving organization, and other
4590consideration.
4591     (d)  Any amendments to be made by the merger to the
4592surviving organization's organizational documents.
4593     620.2107  Action on plan of merger by constituent limited
4594partnership.--
4595     (1)  A plan of merger must be consented to by all of the
4596general partners of a constituent limited partnership. Subject
4597to s. 620.2110, the plan of merger must also be consented to by
4598those limited partners who own a majority of the rights to
4599receive distributions as limited partners at the time the
4600consent is effective, provided, if there is more than one class
4601or group of limited partners, the plan of merger must be
4602consented to by those limited partners who own a majority of the
4603rights to receive distributions as limited partners in that
4604class or group at the time the consent is effective. The
4605consents required by this subsection must be in, or evidenced
4606by, a record.
4607     (2)  Subject to s. 620.2110 and any contractual rights,
4608after a merger is approved, and at any time before a filing is
4609made under s. 620.2108, a constituent limited partnership may
4610amend the plan or abandon the planned merger:
4611     (a)  As provided in the plan; and
4612     (b)  Except as prohibited by the plan,
4613
4614with the same consent as was required to approve the plan.
4615     620.2108  Filings required for merger; effective date.--
4616     (1)  After each constituent organization has approved a
4617merger, a certificate of merger must be signed on behalf of:
4618     (a)  Each preexisting constituent limited partnership, by
4619each general partner listed in the certificate of limited
4620partnership.
4621     (b)  Each other preexisting constituent organization, by an
4622authorized representative.
4623     (2)  The certificate of merger must include:
4624     (a)  The name and form of each constituent organization and
4625the jurisdiction of its governing law.
4626     (b)  The name and form of the surviving organization, the
4627jurisdiction of its governing law, and, if the surviving
4628organization is created by the merger, a statement to that
4629effect.
4630     (c)  The date the merger is effective under the governing
4631law of the surviving organization.
4632     (d)  Any amendments provided for in the plan of merger for
4633the organizational document that created the organization.
4634     (e)  A statement as to each constituent organization that
4635the merger was approved as required by the organization's
4636governing law.
4637     (f)  If the surviving organization is a foreign
4638organization not authorized to transact business in this state,
4639the street and mailing address of an office which the Department
4640of State may use for the purposes of s. 620.2109(2).
4641     (g)  Any additional information required by the governing
4642law of any constituent organization.
4643     (3)  Each constituent limited partnership shall deliver the
4644certificate of merger for filing in the Department of State.
4645     (4)  A merger becomes effective under this act:
4646     (a)  If the surviving organization is a limited
4647partnership, upon the later of:
4648     1.  Compliance with subsection (3); or
4649     2.  Subject to s. 620.1206(3), as specified in the
4650certificate of merger; or
4651     (b)  If the surviving organization is not a limited
4652partnership, as provided by the governing law of the surviving
4653organization.
4654     (5)  A certificate of merger shall act as a statement of
4655termination for purposes of s. 620.1203 for a limited
4656partnership that is a party to the merger that is not the
4657surviving organization, which shall be deemed filed upon the
4658effective date of the merger.
4659     620.2109  Effect of merger.--
4660     (1)  When a merger becomes effective:
4661     (a)  The surviving organization continues.
4662     (b)  Each constituent organization that merges into the
4663surviving organization ceases to exist as a separate entity.
4664     (c)  All property owned by each constituent organization
4665that ceases to exist vests in the surviving organization.
4666     (d)  All debts, liabilities, and other obligations of each
4667constituent organization that ceases to exist continue as
4668obligations of the surviving organization.
4669     (e)  An action or proceeding pending by or against any
4670constituent organization that ceases to exist may be continued
4671as if the merger had not occurred.
4672     (f)  Except as prohibited by other law, all of the rights,
4673privileges, immunities, powers, and purposes of each constituent
4674organization that ceases to exist vest in the surviving
4675organization.
4676     (g)  Except as otherwise provided in the plan of merger,
4677the terms and conditions of the plan of merger take effect.
4678     (h)  Except as otherwise agreed, if a constituent limited
4679partnership ceases to exist, the merger does not dissolve the
4680limited partnership for the purposes of ss. 620.1801-620.1813.
4681     (i)  Any amendments provided for in the certificate of
4682merger for the organizational document that created the
4683organization become effective.
4684     (2)  A surviving organization that is a foreign
4685organization consents to the jurisdiction of the courts of this
4686state to enforce any obligation owed by a constituent
4687organization, if before the merger the constituent organization
4688was subject to suit in this state on the obligation. A surviving
4689organization that is a foreign organization and not authorized
4690to transact business in this state shall appoint the Department
4691of State as its agent for service of process for the purposes of
4692enforcing an obligation under this subsection and any appraisal
4693rights of limited partners  under ss. 620.2113-620.2124 to the
4694extent applicable to the merger. Service on the Department of
4695State under this subsection is made in the same manner and with
4696the same consequences as in s. 620.1117(3) and (4).
4697     (3)  A copy of the certificate of merger, certified by the
4698Department of State, may be filed in any county of this state in
4699which a constituent organization holds an interest in real
4700property.
4701     620.2110  Restrictions on approval of conversions and
4702mergers and on relinquishing limited liability limited
4703partnership status.--
4704     (1)  If a partner of a converting or constituent limited
4705partnership will have personal liability with respect to a
4706converted or surviving organization, approval and amendment of a
4707plan of conversion or merger are ineffective without the consent
4708of the partner, unless:
4709     (a)  The limited partnership's partnership agreement
4710provides for the approval of the conversion or merger with the
4711consent of fewer than all the partners.
4712     (b)  The partner has consented to the provision of the
4713partnership agreement.
4714     (2)  An amendment to a certificate of limited partnership
4715which deletes a statement that the limited partnership is a
4716limited liability limited partnership is ineffective without the
4717consent of each general partner unless:
4718     (a)  The limited partnership's partnership agreement
4719provides for the amendment with the consent of less than all the
4720general partners.
4721     (b)  Each general partner that does not consent to the
4722amendment has consented to the provision of the partnership
4723agreement.
4724     (3)  A partner does not give the consent required by
4725subsection (1) or subsection (2) merely by consenting to a
4726provision of the partnership agreement which permits the
4727partnership agreement to be amended with the consent of fewer
4728than all the partners.
4729     620.2111  Liability of general partner after conversion or
4730merger.--
4731     (1)  A conversion or merger under this act does not
4732discharge any liability under ss. 620.1404 and 620.1607 of a
4733person that was a general partner in or dissociated as a general
4734partner from a converting or constituent limited partnership,
4735but:
4736     (a)  The provisions of this act pertaining to the
4737collection or discharge of the liability continue to apply to
4738the liability.
4739     (b)  For the purposes of applying those provisions, the
4740converted or surviving organization is deemed to be the
4741converting or constituent limited partnership.
4742     (c)  If a person is required to pay any amount under this
4743subsection:
4744     1.  The person has a right of contribution from each other
4745person that was liable as a general partner under s. 620.1404
4746when the obligation was incurred and has not been released from
4747the obligation under s. 620.1607.
4748     2.  The contribution due from each of those persons is in
4749proportion to the right to receive distributions in the capacity
4750of general partner in effect for each of those persons when the
4751obligation was incurred.
4752     (2)  In addition to any other liability provided by law:
4753     (a)  A person that immediately before a conversion or
4754merger became effective was a general partner in a converting or
4755constituent limited partnership that was not a limited liability
4756limited partnership is personally liable on a transaction
4757entered into by the converted or surviving organization with a
4758third party after the conversion or merger becomes effective,
4759if, at the time the third party enters into the transaction, the
4760third party:
4761     1.  Does not have notice of the conversion or merger.
4762     2.  Reasonably believes that:
4763     a.  The converted or surviving business is the converting
4764or constituent limited partnership.
4765     b.  The converting or constituent limited partnership is
4766not a limited liability limited partnership.
4767     c.  The person is a general partner in the converting or
4768constituent limited partnership.
4769     (b)  A person that was dissociated as a general partner
4770from a converting or constituent limited partnership before the
4771conversion or merger became effective is personally liable on a
4772transaction entered into by the converted or surviving
4773organization with a third party after the conversion or merger
4774becomes effective, if:
4775     1.  Immediately before the conversion or merger became
4776effective the converting or surviving limited partnership was
4777not a limited liability limited partnership.
4778     2.  At the time the third party enters into the transaction
4779less than 2 years have passed since the person dissociated as a
4780general partner and the third party:
4781     a.  Does not have notice of the dissociation.
4782     b.  Does not have notice of the conversion or merger.
4783     c.  Reasonably believes that the converted or surviving
4784organization is the converting or constituent limited
4785partnership, the converting or constituent limited partnership
4786is not a limited liability limited partnership, and the person
4787is a general partner in the converting or constituent limited
4788partnership.
4789     620.2112  Power of general partners and persons dissociated
4790as general partners to bind organization after conversion or
4791merger.--
4792     (1)  An act of a person that immediately before a
4793conversion or merger became effective was a general partner in a
4794converting or constituent limited partnership binds the
4795converted or surviving organization after the conversion or
4796merger becomes effective, if:
4797     (a)  Before the conversion or merger became effective, the
4798act would have bound the converting or constituent limited
4799partnership under s. 620.1402.
4800     (b)  At the time the third party enters into the
4801transaction, the third party:
4802     1.  Does not have notice of the conversion or merger.
4803     2.  Reasonably believes that the converted or surviving
4804business is the converting or constituent limited partnership
4805and that the person is a general partner in the converting or
4806constituent limited partnership.
4807     (2)  An act of a person that before a conversion or merger
4808became effective was dissociated as a general partner from a
4809converting or constituent limited partnership binds the
4810converted or surviving organization after the conversion or
4811merger becomes effective, if:
4812     (a)  Before the conversion or merger became effective, the
4813act would have bound the converting or constituent limited
4814partnership under s. 620.1402 if the person had been a general
4815partner.
4816     (b)  At the time the third party enters into the
4817transaction, less than 2 years have passed since the person
4818dissociated as a general partner and the third party:
4819     1.  Does not have notice of the dissociation.
4820     2.  Does not have notice of the conversion or merger.
4821     3.  Reasonably believes that the converted or surviving
4822organization is the converting or constituent limited
4823partnership and that the person is a general partner in the
4824converting or constituent limited partnership.
4825     (3)  If a person having knowledge of the conversion or
4826merger causes a converted or surviving organization to incur an
4827obligation under subsection (1) or subsection (2), the person is
4828liable:
4829     (a)  To the converted or surviving organization for any
4830damage caused to the organization arising from the obligation.
4831     (b)  If another person is liable for the obligation, to
4832that other person for any damage caused to that other person
4833arising from the liability.
4834     620.2113  Appraisal rights; definitions.--The following
4835definitions apply to this section and ss. 620.2114-620.2124:
4836     (1)  "Affiliate" means a person that directly or indirectly
4837through one or more intermediaries controls, is controlled by,
4838or is under common control with another person. For purposes of
4839s. 620.2114(2)(d), a person is deemed to be an affiliate of its
4840senior executives.
4841     (2)  "Appraisal event" means an event described in s.
4842620.2114(1).
4843     (3)  "Beneficial limited partner" means a person who is the
4844beneficial owner of a limited partner interest held in a voting
4845trust or by a nominee on the beneficial owner's behalf.
4846     (4)  "Fair value" means the value of the limited partner's
4847partnership interests determined:
4848     (a)  Immediately before the effectuation of the appraisal
4849event to which the partner objects.
4850     (b)  Using customary and current valuation concepts and
4851techniques generally employed for similar businesses in the
4852context of the transaction requiring appraisal, excluding any
4853appreciation or depreciation in anticipation of the transaction
4854to which the partner objects unless exclusion would be
4855inequitable to the limited partnership and its remaining
4856partners.
4857     (5)  "Interest" means interest from the effective date of
4858the appraisal event to which the limited partner objects until
4859the date of payment, at the rate of interest described in s.
4860620.107(2), determined as of the effective date of the appraisal
4861event.
4862     (6)  "Limited partnership" means the limited partnership
4863governed by this act that issued the limited partner interest
4864held by a limited partner demanding appraisal and, for matters
4865covered in ss. 620.2114-620.2124, includes the converted
4866organization in a conversion or the surviving organization in a
4867merger.
4868     (7)  "Record limited partner" means each person who is
4869identified as a limited partner in the current list of partners
4870maintained in accordance with s. 620.1111 by the limited
4871partnership or, to the extent the limited partnership has failed
4872to maintain a current list, each person that is the rightful
4873owner of a limited partner interest in the limited partnership.
4874A transferee of a limited partner interest is not a record
4875limited partner.
4876     (8)  "Senior executive" means a general partner or the
4877chief executive officer, chief operating officer, chief
4878financial officer, manager, or anyone in charge of a principal
4879business unit or function of a limited partnership or of a
4880general partner of the limited partnership.
4881     (9)  "Limited partner" means a record limited partner or a
4882beneficial limited partner.
4883     (10)  "Limited partner interest" means all rights and other
4884interests held by a person in the limited partnership in that
4885person's capacity as a limited partner under this act and the
4886limited partnership's partnership agreement, including the
4887limited partner's transferable interest and management and
4888voting rights, if any, and subject to any obligations that such
4889person has in that capacity of limited partner. If the appraisal
4890rights of the limited partner under s. 620.2114 pertain to only
4891a certain class or series of a limited partner interest, the
4892term "limited partner interest" means only the limited partner
4893interest pertaining to such class or series.
4894     620.2114  Right of limited partners to appraisal.--
4895     (1)  A limited partner of a limited partnership governed by
4896this act is entitled to appraisal rights, and to obtain payment
4897of the fair value of that limited partner's limited partner
4898interest, in the following events:
4899     (a)  Consummation of a merger of such limited partnership
4900pursuant to this act and the limited partner possessed the right
4901to vote upon the merger; or
4902     (b)  Consummation of a conversion of such limited
4903partnership pursuant to this act and the limited partner
4904possessed the right to vote upon the conversion.
4905     (2)  Notwithstanding subsection (1), the availability of
4906appraisal rights shall be limited in accordance with the
4907following provisions:
4908     (a)  Appraisal rights shall not be available for limited
4909partner interests which are:
4910     1.  Listed on the New York Stock Exchange or the American
4911Stock Exchange or designated as a national market system
4912security on an interdealer quotation system by the National
4913Association of Securities Dealers, Inc.; or
4914     2.  Not so listed or designated, but are issued by a
4915limited partnership that has at least 500 partners and the
4916interests of all partners in the partnership, including
4917transferable interests, have a market value of at least $10
4918million, exclusive of the value of any such interests held by
4919its general partners and other senior executives owning more
4920than 10 percent of the rights to receive distributions from the
4921limited partnership.
4922     (b)  The applicability of paragraph (a) shall be determined
4923as of the date fixed to determine the limited partners entitled
4924to receive notice of, and to vote upon, the appraisal event.
4925     (c)  Paragraph (a) shall not apply and appraisal rights
4926shall be available pursuant to subsection (1) for any limited
4927partners who are required by the appraisal event to accept for
4928their limited partner interests anything other than cash or a
4929proprietary interest of an entity that satisfies the standards
4930set forth in paragraph (a) at the time the appraisal event
4931becomes effective.
4932     (d)  Paragraph (a) shall not apply and appraisal rights
4933shall be available pursuant to subsection (1) for the holders of
4934a limited partner interest if:
4935     1.  Any of the partners' interests in the limited
4936partnership or the limited partnership's assets are being
4937acquired or converted, whether by merger, conversion, or
4938otherwise, pursuant to the appraisal event by a person, or by an
4939affiliate of a person, who:
4940     a.  Is, or at any time in the 1-year period immediately
4941preceding approval of the appraisal event was, the beneficial
4942owner of 20 percent or more of those interests in the limited
4943partnership entitled to vote on the appraisal event, excluding
4944any such interests acquired pursuant to an offer for all
4945interests having such voting rights if such offer was made
4946within 1 year prior to the appraisal event for consideration of
4947the same kind and of a value equal to or less than that paid in
4948connection with the appraisal event. For purposes of this
4949subparagraph, the term "beneficial owner" means any person who,
4950directly or indirectly, through any contract, arrangement, or
4951understanding, other than a revocable proxy, has or shares the
4952right to vote, or to direct the voting of, an interest in a
4953limited partnership with respect to approval of the appraisal
4954event, provided that a member of a national securities exchange
4955shall not be deemed to be a beneficial owner of an interest in a
4956limited partnership held directly or indirectly by it on behalf
4957of another person solely because such member is the record
4958holder of interests in the limited partnership if the member is
4959precluded by the rules of such exchange from voting without
4960instruction on contested matters or matters that may affect
4961substantially the rights or privileges of the holders of the
4962interests in the limited partnership to be voted. When two or
4963more persons agree to act together for the purpose of voting
4964such interests, each member of the group formed thereby shall be
4965deemed to have acquired beneficial ownership, as of the date of
4966such agreement, of all voting interests in the limited
4967partnership beneficially owned by any member of the group; or
4968     b.  Directly or indirectly has, or at any time in the 1-
4969year period immediately preceding approval of the appraisal
4970event had, the power, contractually or otherwise, to cause the
4971appointment or election of any senior executives; or
4972     2.  Any of the partners' interests in the limited
4973partnership or the limited partnership's assets are being
4974acquired or converted, whether by merger, conversion, or
4975otherwise, pursuant to the appraisal event by a person, or by an
4976affiliate of a person, who is, or at any time in the 1-year
4977period immediately preceding approval of the appraisal event
4978was, a senior executive of the limited partnership or a senior
4979executive of any affiliate of the limited partnership, and that
4980senior executive will receive, as a result of the limited
4981partnership action, a financial benefit not generally available
4982to limited partners, other than:
4983     a.  Employment, consulting, retirement, or similar benefits
4984established separately and not as part of or in contemplation of
4985the appraisal event;
4986     b.  Employment, consulting, retirement, or similar benefits
4987established in contemplation of, or as part of, the appraisal
4988event that are not more favorable than those existing before the
4989appraisal event or, if more favorable, that have been approved
4990by the limited partnership; or
4991     c.  In the case of a general partner of the limited
4992partnership who will, during or as the result of the appraisal
4993event, become a general partner, manager, or director of the
4994surviving or converted organization or one of its affiliates,
4995those rights and benefits as a general partner, manager, or
4996director that are provided on the same basis as those afforded
4997by the surviving or converted organization generally to other
4998general partners, managers, or directors of the surviving or
4999converted organization or its affiliate.
5000     (3)  A limited partner entitled to appraisal rights under
5001ss. 620.2113-620.2124 may not challenge a completed appraisal
5002event unless the appraisal event:
5003     (a)  Was not effectuated in accordance with the applicable
5004provisions of ss. 620.2113-620.2124, the limited partnership's
5005certificate of limited partnership, or the partnership
5006agreement; or
5007     (b)  Was procured as a result of fraud or material
5008misrepresentation.
5009     (4)  A limited partnership may modify, restrict, or
5010eliminate the appraisal rights provided in ss. 620.2113-620.2124
5011in its partnership agreement.
5012     620.2115  Assertion of rights by nominees and beneficial
5013owners.--
5014     (1)  A record limited partner may assert appraisal rights
5015as to fewer than all the limited partner interests registered in
5016the record limited partner's name that are owned by a beneficial
5017limited partner only if the record limited partner objects with
5018respect to all limited partner interests of the class or series
5019owned by that beneficial limited partner and notifies the
5020limited partnership in writing of the name and address of each
5021beneficial limited partner on whose behalf appraisal rights are
5022being asserted. The rights of a record limited partner who
5023asserts appraisal rights for only part of the limited partner
5024interests of the class or series held of record in the record
5025limited partner's name under this subsection shall be determined
5026as if the limited partner interests as to which the record
5027limited partner objects and the record limited partner's other
5028limited partner interests were registered in the names of
5029different record limited partners.
5030     (2)  A beneficial limited partner may assert appraisal
5031rights as to a limited partner interest held on behalf of the
5032partner only if such beneficial limited partner:
5033     (a)  Submits to the limited partnership the record limited
5034partner's written consent to the assertion of such rights no
5035later than the date referred to in s. 620.2118(2)(b)2.
5036     (b)  Does so with respect to all limited partner interests
5037of the class or series that are beneficially owned by the
5038beneficial limited partner.
5039     620.2116  Notice of appraisal rights.--
5040     (1)  If a proposed appraisal event is to be submitted to a
5041vote at a limited partners' meeting, the meeting notice must
5042state that the limited partnership has concluded that partners
5043are, are not, or may be entitled to assert appraisal rights
5044under this act.
5045     (2)  If the limited partnership concludes that appraisal
5046rights are or may be available, a copy of ss. 620.2113-620.2124
5047must accompany the meeting notice sent to those record limited
5048partners entitled to exercise appraisal rights.
5049     (3)  If the appraisal event is to be approved other than by
5050a partners' meeting, the notice referred to in subsection (1)
5051must be sent to all limited partners at the time that consents
5052are first solicited, whether or not consents are solicited from
5053all limited partners, and include the materials described in s.
5054620.2118.
5055     620.2117  Notice of intent to demand payment.--
5056     (1)  If a proposed appraisal event is submitted to a vote
5057at a partners' meeting, or is submitted to a partner pursuant to
5058a consent vote, a limited partner who is entitled to and who
5059wishes to assert appraisal rights with respect to any class or
5060series of limited partner interests:
5061     (a)  Must deliver to a general partner of the limited
5062partnership before the vote is taken, or within 20 days after
5063receiving the notice pursuant to s. 620.2116(3) if action is to
5064be taken without a partner meeting, written notice of such
5065person's intent to demand payment if the proposed appraisal
5066event is effectuated.
5067     (b)  Must not vote, or cause or permit to be voted, any
5068limited partner interests of such class or series in favor of
5069the appraisal event.
5070     (2)  A person who may otherwise be entitled to appraisal
5071rights, but who does not satisfy the requirements of subsection
5072(1), is not entitled to payment under ss. 620.2113-620.2124.
5073     620.2118  Appraisal notice and form.--
5074     (1)  If the  proposed appraisal event becomes effective,
5075the limited partnership must deliver a written appraisal notice
5076and form required by paragraph (2)(a) to all limited partners
5077who satisfied the requirements of s. 620.2117.
5078     (2)  The appraisal notice must be sent no earlier than the
5079date the appraisal event became effective and no later than 10
5080days after such date and must:
5081     (a)  Supply a form that specifies the date that the
5082appraisal event became effective and that provides for the
5083limited partner to state:
5084     1.  The limited partner's name and address.
5085     2.  The number, classes, and series of limited partner
5086interests as to which the limited partner asserts appraisal
5087rights.
5088     3.  That the limited partner did not vote for the
5089transaction.
5090     4.  Whether the limited partner accepts the limited
5091partnership's offer as stated in subparagraph (b)4.
5092     5.  If the offer is not accepted, the limited partner's
5093estimated fair value of the limited partner interests and a
5094demand for payment of the limited partner's estimated value plus
5095interest.
5096     (b)  State:
5097     1.  Where the form described in paragraph (a) must be sent.
5098     2.  A date by which the limited partnership must receive
5099the form, which date may not be fewer than 40 or more than 60
5100days after the date the appraisal notice and form described in
5101this subsection are sent, and state that the limited partner
5102shall have waived the right to demand appraisal with respect to
5103the limited partner interests unless the form is received by the
5104limited partnership by such specified date.
5105     3.  In the case of limited partner interest represented by
5106a certificate, the location at which certificates for such
5107certificated partnership interests must be deposited, if that
5108action is required by the limited partnership, and the date by
5109which those certificates must be deposited, which date may not
5110be earlier than the date for receiving the required form under
5111subparagraph 2.
5112     4.  The limited partnership's estimate of the fair value of
5113the limited partner interests.
5114     5.  An offer to each limited partner who is entitled to
5115appraisal rights to pay the limited partnership's estimate of
5116fair value set forth in subparagraph 4.
5117     6.  That, if requested in writing, the limited partnership
5118will provide to the limited partner so requesting, within 10
5119days after the date specified in subparagraph 2., the number of
5120limited partners who return the forms by the specified date and
5121the total number of limited partner interests owned by them.
5122     7.  The date by which the notice to withdraw under s.
5123620.1119 must be received, which date must be within 20 days
5124after the date specified in subparagraph 2.
5125     (c)  Be accompanied by:
5126     1.  Financial statements of the limited partnership that
5127issued the limited partner interests to be appraised, consisting
5128of a balance sheet as of the end of the fiscal year ending not
5129more than 15 months prior to the date of the limited
5130partnership's appraisal notice, an income statement for that
5131year, a cash flow statement for that year, and the latest
5132available interim financial statements, if any.
5133     2.  A copy of ss. 620.2213-620.2224.
5134     620.2119  Perfection of rights; right to withdraw.--
5135     (1)  A limited partner who wishes to exercise appraisal
5136rights must execute and return the form received pursuant to s.
5137620.2118(1) and, in the case of certificated partnership
5138interests and the limited partnership so requires, deposit the
5139limited partner's certificates in accordance with the terms of
5140the notice by the date referred to in the notice pursuant to s.
5141620.2118(2)(b)2. Once a limited partner deposits that limited
5142partner's certificates or, in the case of uncertificated
5143partnership interests, returns the executed form described in s.
5144620.2118(2), the limited partner loses all rights as a limited
5145partner, unless the limited partner withdraws pursuant to
5146subsection (3). Upon receiving a demand for payment from a
5147limited partner who holds an uncertificated partnership
5148interest, the limited partnership shall make an appropriate
5149notation of the demand for payment in its records.
5150     (2)  The limited partnership may restrict the transfer of
5151such limited partner interests from the date the limited partner
5152delivers the items required by subsection (1).
5153     (3)  A limited partner who has complied with subsection (1)
5154may nevertheless decline to exercise appraisal rights and
5155withdraw from the appraisal process by so notifying the limited
5156partnership in writing by the date set forth in the appraisal
5157notice pursuant to s. 620.2118(2)(b)7. A limited partner who
5158fails to so withdraw from the appraisal process may not
5159thereafter withdraw without the limited partnership's written
5160consent.
5161     (4)  A limited partner who does not execute and return the
5162form and, in the case of certificated partnership interests,
5163deposit that limited partner's certificates, if so required by
5164the limited partnership, each by the date set forth in the
5165notice described in subsection (2), shall not be entitled to
5166payment under this act.
5167     (5)  If the limited partner's right to receive fair value
5168is terminated other than by the purchase of the limited partner
5169interest by the limited partnership, all rights of the limited
5170partner, with respect to such limited partner interest, shall be
5171reinstated effective as of the date the limited partner
5172delivered the items required by subsection (1), including the
5173right to receive any intervening payment or other distribution
5174with respect to such partnership interests, or, if any such
5175rights have expired or any such distribution other than a cash
5176payment has been completed, in lieu thereof at the election of
5177the limited partnership, the fair value thereof in cash as
5178determined by the limited partnership as of the time of such
5179expiration or completion, but without prejudice otherwise to any
5180action or proceeding of the limited partnership that may have
5181been taken by the limited partnership on or after the date the
5182limited partner delivered the items required by subsection (1).
5183     620.2120  Limited partner's acceptance of limited
5184partnership's offer.--
5185     (1)  If the limited partner states on the form provided in
5186s. 620.2118(1) that the limited partner accepts the offer of the
5187limited partnership to pay the limited partnership's estimated
5188fair value for the limited partner interest, the limited
5189partnership shall make such payment to the limited partner
5190within 90 days after the limited partnership's receipt of the
5191items required by s. 620.1119(1).
5192     (2)  Upon payment of the agreed value, the limited partner
5193shall cease to have any interest in the partnership interests.
5194     620.2121  Procedure if limited partner is dissatisfied with
5195offer.--
5196     (1)  A limited partner who is dissatisfied with the limited
5197partnership's offer as set forth pursuant to s. 620.2118(2)(b)5.
5198must notify the limited partnership on the form provided
5199pursuant to s. 620.2118(1) of the limited partner's estimate of
5200the fair value of the limited partner interest and demand
5201payment of that estimate plus interest.
5202     (2)  A limited partner who fails to notify the limited
5203partnership in writing of the limited partner's demand to be
5204paid the limited partner's estimate of the fair value plus
5205interest under subsection (1) within the timeframe set forth in
5206s. 620.2118(2)(b)2. waives the right to demand payment under
5207this section and shall be entitled only to the payment offered
5208by the limited partnership pursuant to s. 620.2118(2)(b)5.
5209     620.2122  Court action.--
5210     (1)  If a limited partner makes demand for payment under s.
5211620.2121 which remains unsettled, the limited partnership shall
5212commence a proceeding within 60 days after receiving the payment
5213demand and petition the court to determine the fair value of the
5214partnership interests and accrued interest. If the limited
5215partnership does not commence the proceeding within the 60-day
5216period, any limited partner who has made a demand pursuant to s.
5217620.2121 may commence the proceeding in the name of the limited
5218partnership.
5219     (2)  The proceeding shall be commenced in the appropriate
5220court of the county in which the limited partnership's principal
5221office, or, if none, its registered office, in this state is
5222located. If the limited partnership is a foreign limited
5223partnership without a registered office in this state, the
5224proceeding shall be commenced in the county in this state in
5225which the principal office or registered office of the domestic
5226limited partnership was located at the time of the transaction.
5227     (3)  All limited partners, whether or not residents of this
5228state, whose demands remain unsettled shall be made parties to
5229the proceeding as in an action against their partnership
5230interests. The limited partnership shall serve a copy of the
5231initial pleading in such proceeding upon each limited partner
5232party who is a resident of this state in the manner provided by
5233law for the service of a summons and complaint and upon each
5234nonresident limited partner party by registered or certified
5235mail or by publication as provided by law.
5236     (4)  The jurisdiction of the court in which the proceeding
5237is commenced under subsection (2) is plenary and exclusive. If
5238the court so elects, the court may appoint one or more persons
5239as appraisers to receive evidence and recommend a decision on
5240the question of fair value. The appraisers shall have the powers
5241described in the order appointing them or in any amendment to
5242the order. The limited partners demanding appraisal rights are
5243entitled to the same discovery rights as parties in other civil
5244proceedings. There shall be no right to a jury trial.
5245     (5)  Each partner made a party to the proceeding is
5246entitled to judgment for the amount of the fair value of such
5247limited partner's limited partner partnership interests, plus
5248interest, as found by the court.
5249     (6)  The limited partnership shall pay each such partner
5250the amount found to be due within 10 days after final
5251determination of the proceedings. Upon payment of the judgment,
5252the limited partner shall cease to have any interest in the
5253limited partnership interests.
5254     620.2123  Court costs and counsel fees.--
5255     (1)  The court in an appraisal proceeding shall determine
5256all costs of the proceeding, including the reasonable
5257compensation and expenses of appraisers appointed by the court.
5258The court shall assess the costs against the limited
5259partnership, except that the court may assess costs against all
5260or some of the limited partners demanding appraisal, in amounts
5261the court finds equitable, to the extent the court finds such
5262partners acted arbitrarily, vexatiously, or not in good faith
5263with respect to the rights provided by this act.
5264     (2)  The court in an appraisal proceeding may also assess
5265the fees and expenses of counsel and experts for the respective
5266parties, in amounts the court finds equitable:
5267     (a)  Against the limited partnership and in favor of any or
5268all limited partners demanding appraisal if the court finds the
5269limited partnership did not substantially comply with ss.
5270620.2116 and 620.2118; or
5271     (b)  Against either the limited partnership or a limited
5272partner demanding appraisal, in favor of any other party, if the
5273court finds that the party against whom the fees and expenses
5274are assessed acted arbitrarily, vexatiously, or not in good
5275faith with respect to the rights provided by this act.
5276     (3)  If the court in an appraisal proceeding finds that the
5277services of counsel for any limited partner were of substantial
5278benefit to other limited partners similarly situated, and that
5279the fees for those services should not be assessed against the
5280limited partnership, the court may award to such counsel
5281reasonable fees to be paid out of the amounts awarded the
5282limited partners who were benefited.
5283     (4)  To the extent the limited partnership fails to make a
5284required payment pursuant to s. 620.2120, the limited partner
5285may sue directly for the amount owed and, to the extent
5286successful, shall be entitled to recover from the limited
5287partnership all costs and expenses of the suit, including
5288counsel fees.
5289     620.2124  Limitation on limited partnership payment.--
5290     (1)  No payment shall be made to a limited partner seeking
5291appraisal rights if, at the time of payment, the limited
5292partnership is unable to meet the distribution standards of s.
5293620.1508. In such event, the limited partner shall, at the
5294limited partner's option:
5295     (a)  Withdraw the notice of intent to assert appraisal
5296rights, which shall in such event be deemed withdrawn with the
5297consent of the limited partnership; or
5298     (b)  Retain the status as a claimant against the limited
5299partnership and, if the limited partnership is liquidated, be
5300subordinated to the rights of creditors of the limited
5301partnership, but have rights superior to the limited partners
5302not asserting appraisal rights, and, if it is not liquidated,
5303retain the right to be paid for the limited partner interests,
5304which right the limited partnership shall be obliged to satisfy
5305when the restrictions of this section do not apply.
5306     (2)  The limited partner shall exercise the option under
5307paragraph (1)(a) or paragraph (1)(b) by written notice filed
5308with the limited partnership within 30 days after the limited
5309partnership has given written notice that the payment for the
5310limited partner interests cannot be made because of the
5311restrictions of this section. If the limited partner fails to
5312exercise the option, the limited partner shall be deemed to have
5313withdrawn the notice of intent to assert appraisal rights.
5314     620.2125  Application of other laws to provisions governing
5315conversions and mergers.--
5316     (1)  The provisions of ss. 620.2101-2124 do not preclude an
5317entity from being converted or merged under other law.
5318     (2)  The provisions of ss. 620.2101-620.2124 do not
5319authorize any act prohibited by other applicable law or change
5320the requirements of any law or rule regulating a specific
5321organization or industry, such as a not-for-profit organization,
5322insurance, banking or investment establishment, or other
5323regulated business or activity.
5324     620.2201  Uniformity of application and construction.--In
5325applying and construing this act, consideration must be given to
5326the need to promote uniformity of the law with respect to its
5327subject matter among states that enact it.
5328     620.2202  Severability clause.--If any provision of this
5329act or its application to any person or circumstance is held
5330invalid, the invalidity does not affect other provisions or
5331applications of this act which can be given effect without the
5332invalid provision or application, and to this end the provisions
5333of this act are severable.
5334     620.2203  Relation to electronic signatures in Global and
5335National Commerce Act.--This act modifies, limits, or supersedes
5336the federal Electronic Signatures in Global and National
5337Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act does not
5338modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s.
53397001(c), or authorize electronic delivery of any of the notices
5340described in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except
5341to the extent permitted pursuant to ss. 15.16, 116.34, and
5342668.50 of such act.
5343     620.2204  Application to existing relationships.--
5344     (1)  Before January 1, 2007, this act governs only:
5345     (a)  A limited partnership formed on or after January 1,
53462006.
5347     (b)  Except as otherwise provided in subsections (3) and
5348(4), a limited partnership formed before January  1, 2006, which
5349elects, in the manner provided in its partnership agreement or
5350by law for amending the partnership agreement, to be subject to
5351this act.
5352     (2)  Except as otherwise provided in subsection (3), on and
5353after January 1, 2007, this act governs all limited
5354partnerships.
5355     (3)  With respect to a limited partnership formed before
5356January 1, 2006, the following rules apply except as the
5357partners otherwise elect in the manner provided in the
5358partnership agreement or by law for amending the partnership
5359agreement:
5360     (a)  The provisions of s. 620.1104(3) do not apply and the
5361limited partnership has whatever duration such limited
5362partnership had under the law applicable immediately before
5363January 1, 2006.
5364     (b)  The limited partnership is not required to amend its
5365certificate of limited partnership to comply with s.
5366620.1201(1)(d).
5367     (c)  The provisions of ss. 620.1601 and 620.1602 do not
5368apply and a limited partner has the same right and power to
5369dissociate from the limited partnership, with the same
5370consequences, as existed immediately before July 1, 2005.
5371     (d)  The provisions of s. 620.603(4) do not apply.
5372     (e)  The provisions of s. 620.1603(5) do not apply and a
5373court has the same power to expel a general partner as the court
5374had immediately before January 1, 2006.
5375     (f)  The provisions of s. 620.1801(3) do not apply and the
5376connection between a person's dissociation as a general partner
5377and the dissolution of the limited partnership is the same as
5378existed immediately before January 1, 2006.
5379     (4)  With respect to a limited partnership that elects
5380pursuant to paragraph (1)(b) to be subject to this act, after
5381the election takes effect the provisions of this act relating to
5382the liability of the limited partnership's general partners to
5383third parties apply:
5384     (a)  Before January 1, 2007, to:
5385     1.  A third party that had not done business with the
5386limited partnership in the year before the election took effect.
5387     2.  A third party that had done business with the limited
5388partnership in the year before the election took effect only if
5389the third party knows or has received a notification of the
5390election.
5391     (b)  On and after January 1, 2007, to all third parties,
5392but those provisions remain inapplicable to any obligation
5393incurred while those provisions were inapplicable under
5394subparagraph (a)2.
5395     620.2205 Savings clause.--This act does not affect an
5396action commenced, proceeding brought, or right accrued before
5397this act takes effect.
5398     Section 17.  Paragraphs (j) and (k) of subsection (2) of
5399section 620.8103, Florida Statutes, are amended to read:
5400     620.8103  Effect of partnership agreement; nonwaivable
5401provisions.--
5402     (2)  The partnership agreement may not:
5403     (j)  Change the notice provisions contained in s.
5404620.8902(6) or s. 620.8905(6); or
5405     (j)(k)  Restrict rights of third parties under this act.
5406     Section 18.  Subsections (5), (6), (7), and (8) of section
5407620.8105, Florida Statutes, are amended to read:
5408     620.8105  Execution, filing, and recording of partnership
5409registration and other statements.--
5410     (5)  A partnership registration statement or other
5411statement or a certificate of merger or certificate of
5412conversion must be delivered to the Department of State for
5413filing, which may be accomplished by electronic filing pursuant
5414to s. 15.16, and must be typewritten or legibly printed in the
5415English language. A registration statement or other statement,
5416or a certificate of merger or certificate of conversion, may
5417specify a delayed effective time and, if so specified, such
5418filing shall become effective at the delayed time and date
5419specified. If a delayed effective date, but no time, is
5420specified, the filing shall become effective at the close of
5421business on the delayed effective date. Unless otherwise
5422permitted by this chapter, a delayed effective date for a
5423document to be filed may not be later than the 90th day after
5424the date on which the document is filed.
5425     (6)  A registration statement filed by a partnership must
5426be executed by at least two partners. Other statements must be
5427executed by a partner or other person authorized by this act.
5428The execution of a statement by an individual as, or on behalf
5429of, a partner or other person named as a partner in a filing
5430constitutes an affirmation under the penalties of perjury that
5431the facts stated therein are true.
5432     (7)  A partnership may amend or cancel its registration
5433statement, and a person authorized by this act to file a
5434statement of partnership authority, a statement of denial, a
5435statement of dissociation, a statement of dissolution, a
5436certificate statement of merger, a certificate of conversion, a
5437statement of qualification, or a statement of foreign
5438qualification may amend or cancel such document statement, by
5439filing an amendment or cancellation that:
5440     (a)  Identifies the partnership and the statement or
5441certificate being amended or canceled.; and
5442     (b)  States the substance of what is being amended or
5443canceled.
5444     (8)  A certified copy of a statement or certificate that
5445has been filed with the Department of State and recorded in the
5446office for recording transfers of real property has the effect
5447provided for recorded statements in this act. A recorded
5448statement that is not a certified copy of a statement or
5449certificate filed with the Department of State does not have the
5450effect provided for recorded statements in this act.
5451     Section 19.  Paragraph (n) of subsection (1) of section
5452620.81055, Florida Statutes, is redesignated as paragraph (o),
5453and a new paragraph (n) is added to said subsection, to read:
5454     620.81055  Fees for filing documents and issuing
5455certificates; powers of the Department of State.--
5456     (1)  The Department of State shall collect the following
5457fees when documents authorized by this act are delivered to the
5458Department of State for filing:
5459     (n)  Certificate of conversion: $25.
5460     (o)(n)  Any other document required or permitted to be
5461filed by this act: $25.
5462     Section 20.  Subsection (2) of section 620.8404, Florida
5463Statutes, is amended to read:
5464     620.8404  General standards of partner's conduct.--
5465     (2)  A partner's duty of loyalty to the partnership and the
5466other partners is limited to includes, without limitation, the
5467following:
5468     (a)  To account to the partnership and hold as trustee for
5469the partnership any property, profit, or benefit derived by the
5470partner in the conduct and winding up of the partnership
5471business or derived from a use by the partner of partnership
5472property, including the appropriation of a partnership
5473opportunity;
5474     (b)  To refrain from dealing with the partnership in the
5475conduct or winding up of the partnership business as or on
5476behalf of a party having an interest adverse to the partnership;
5477and
5478     (c)  To refrain from competing with the partnership in the
5479conduct of the partnership business before the dissolution of
5480the partnership.
5481     Section 21.  Sections 620.8911, 620.8912, 620.8913,
5482620.8914, 620.8915, 620.8916, 620.8917, 620.8918, 620.8919,
5483620.8920, 620.8921, 620.8922, and 620.8923, Florida Statutes,
5484are created to read:
5485     620.8911  Definitions.--As used in this section and ss.
5486620.8912-620.8923:
5487     (1)  "Constituent partnership" means a constituent
5488organization that is a partnership governed by this act.
5489     (2)  "Constituent organization" means an organization that
5490is party to a merger.
5491     (3)  "Converted organization" means the organization into
5492which a converting organization converts pursuant to ss.
5493620.8902-620.8905.
5494     (4)  "Converting partnership" means a converting
5495organization that is a partnership governed by this act.
5496     (5)  "Converting organization" means an organization that
5497converts into another organization pursuant to s. 620.8912.
5498     (6)  "Governing law" of an organization means the law that
5499governs the organization's internal affairs.
5500     (7)  "Organization" means a corporation; general
5501partnership, including a limited liability partnership; limited
5502partnership, including a limited liability limited partnership;
5503limited liability company; common law or business trust or
5504association; real estate investment trust; or any other person
5505organized under a governing law or other applicable law,
5506provided such term shall not include an organization that is not
5507organized for profit, unless the not-for-profit organization is
5508the converted organization or the surviving organization in a
5509conversion or a merger governed by this act. The term includes
5510both domestic and foreign organizations.
5511     (8)  "Organizational documents" means:
5512     1.  For a domestic or foreign general partnership, its
5513partnership agreement.
5514     2.  For a limited partnership or foreign limited
5515partnership, its certificate of limited partnership and
5516partnership agreement.
5517     3.  For a domestic or foreign limited liability company,
5518its articles of organization and operating agreement, or
5519comparable records as provided in its governing law.
5520     4.  For a business trust, its agreement of trust and
5521declaration of trust.
5522     5.  For a domestic or foreign corporation for profit, its
5523articles of incorporation, bylaws, and other agreements among
5524its shareholders which are authorized by its governing law, or
5525comparable records as provided in its governing law.
5526     6.  For any other organization, the basic records that
5527create the organization and determine its internal governance
5528and the relations among the persons that own it, have an
5529interest in it, or are members of it.
5530     (9)  "Personal liability" means personal liability for a
5531debt, liability, or other obligation of an organization which is
5532imposed on a person that coowns, has an interest in, or is a
5533member of the organization:
5534     1.  By the organization's governing law solely by reason of
5535the person's coowning, having an interest in, or being a member
5536of the organization; or
5537     2.  By the organization's organizational documents under a
5538provision of the organization's governing law authorizing those
5539documents to make one or more specified persons liable for all
5540or specified debts, liabilities, and other obligations of the
5541organization solely by reason of the person or persons'
5542coowning, having an interest in, or being a member of the
5543organization.
5544     (10)  "Record" means information that is inscribed on a
5545tangible medium or that is stored in an electronic or other
5546medium and is retrievable in perceivable form.
5547     (11)  "Surviving organization" means an organization into
5548which one or more other organizations are merged. A surviving
5549organization may preexist the merger or be created by the
5550merger.
5551     620.8912  Conversion.--
5552     (1)  An organization other than a partnership may convert
5553to a partnership, and a partnership may convert to another
5554organization pursuant to this section and ss. 620.8913-620.8915
5555and a plan of conversion, if:
5556     (a)  The other organization's governing law authorizes the
5557conversion.
5558     (b)  The conversion is permitted by the law of the
5559jurisdiction that enacted the governing law.
5560     (c)  The other organization complies with its governing law
5561in effecting the conversion.
5562     (2)  A plan of conversion must be in a record and must
5563include:
5564     (a)  The name and form of the organization before
5565conversion.
5566     (b)  The name and form of the organization after
5567conversion.
5568     (c)  The terms and conditions of the conversion, including
5569the manner and basis for converting interests in the converting
5570organization into any combination of money, interests in the
5571converted organization, and other consideration.
5572     (d)  The organizational documents of the converted
5573organization.
5574     620.8913  Action on plan of conversion by converting
5575partnership.--
5576     (1)  A plan of conversion must be consented to by all of
5577the partners of a converting partnership. The consents required
5578by this subsection must be in, or evidenced by, a record.
5579     (2)  Subject to s. 620.8920 and any contractual rights,
5580after a conversion is approved, and at any time before a filing
5581is made under s. 620.8914, a converting partnership may amend
5582the plan or abandon the planned conversion:
5583     (a)  As provided in the plan.
5584     (b)  Except as prohibited by the plan, by the same consent
5585as was required to approve the plan.
5586     620.8914  Filings required for conversion; effective
5587date.--
5588     (1)  After a plan of conversion is approved:
5589     (a)  A converting partnership shall deliver to the
5590Department of State for filing a statement of registration in
5591accordance with s. 620.8105, if such statement was not
5592previously filed, and a certificate of conversion, in accordance
5593with s. 620.8105, which must include:
5594     1.  A statement that the partnership has been converted
5595into another organization.
5596     2.  The name and form of the organization and the
5597jurisdiction of its governing law.
5598     3.  The date the conversion is effective under the
5599governing law of the converted organization.
5600     4.  A statement that the conversion was approved as
5601required by this act.
5602     5.  A statement that the conversion was approved as
5603required by the governing law of the converted organization.
5604     6.  If the converted organization is a foreign organization
5605not authorized to transact business in this state, the street
5606and mailing address of an office which the Department of State
5607may use for the purposes of s. 620.8915(3).
5608     (b)  In the case of a converting organization converting
5609into a partnership to be governed by this act, the converting
5610organization shall deliver to the Department of State for
5611filing:
5612     1.  A certificate of registration in accordance with s.
5613620.8105.
5614     2.  A certificate of conversion, in accordance with s.
5615620.8105, which certificate of conversion must include:
5616     a.  A statement that the partnership was converted from
5617another organization.
5618     b.  The name and form of the converting organization and
5619the jurisdiction of its governing law.
5620     c.  A statement that the conversion was approved as
5621required by this act.
5622     d.  A statement that the conversion was approved in a
5623manner that complied with the converting organization's
5624governing law.
5625     e.  The effective time of the conversion, if other than the
5626time of the filing of the statement of conversion.
5627     (2)  A conversion becomes effective:
5628     (a)  If the converted organization is a partnership, at the
5629time specified in the plan of conversion or the certificate of
5630conversion, which may be as of or after the time of the filing
5631of the certificate of conversion, and, if the certificate of
5632conversion does not contain such an effective time, the
5633effective time shall be upon the filing of the certificate of
5634conversion with the Department of State, provided, if the
5635certificate has a delayed effective date, the certificate may
5636not be effective any later than the 90th day after the date it
5637was filed and provided further, the effective date shall not be
5638any earlier than the effective date of the statement of
5639registration filed with the Department of State for the
5640partnership in accordance with s. 620.8105.
5641     (b)  If the converted organization is not a partnership, as
5642provided by the governing law of the converted organization.
5643     620.8915  Effect of conversion.--
5644     (1)  An organization that has been converted pursuant to
5645this act is for all purposes the same entity that existed before
5646the conversion.
5647     (2)  When a conversion takes effect:
5648     (a)  Title to all real estate and other property, or any
5649interest therein, owned by the converting organization at the
5650time of its conversion remains vested in the converted
5651organization without reversion or impairment under this act.
5652     (b)  All debts, liabilities, and other obligations of the
5653converting organization continue as obligations of the converted
5654organization.
5655     (c)  An action or proceeding pending by or against the
5656converting organization may be continued as if the conversion
5657had not occurred.
5658     (d)  Except as prohibited by other law, all of the rights,
5659privileges, immunities, powers, and purposes of the converting
5660organization remain vested in the converted organization.
5661     (e)  Except as otherwise provided in the plan of
5662conversion, the terms and conditions of the plan of conversion
5663take effect.
5664     (f)  Except as otherwise agreed, the conversion does not
5665dissolve a converting limited partnership for purposes of this
5666act and ss. 620.8801-620.8807 shall not apply.
5667     (3)  A converted organization that is a foreign
5668organization consents to the jurisdiction of the courts of this
5669state to enforce any obligation owed by the converting
5670partnership, if before the conversion the converting partnership
5671was subject to suit in this state on the obligation. A converted
5672organization that is a foreign organization and not authorized
5673to transact business in this state shall appoint the Department
5674of State as its agent for service of process for purposes of
5675enforcing an obligation under this subsection. Service on the
5676Department of State under this subsection shall be made in the
5677same manner and with the same consequences as provided in s.
567848.181.
5679     (4)  A copy of the certificate of conversion, certified by
5680the Department of State, may be filed in any county of this
5681state in which the converting organization holds an interest in
5682real property.
5683     620.8916  Merger.--
5684     (1)  A partnership may merge with one or more other
5685constituent organizations pursuant to this section and ss.
5686620.8917-620.8919 and a plan of merger, if:
5687     (a)  The governing law of each of the other organizations
5688authorizes the merger.
5689     (b)  The merger is permitted by the law of each
5690jurisdiction that enacted those governing laws.
5691     (c)  Each of the other organizations complies with its
5692governing law in effecting the merger.
5693     (2)  A plan of merger must be in a record and must include:
5694     (a)  The name and form of each constituent organization.
5695     (b)  The name and form of the surviving organization.
5696     (c)  The terms and conditions of the merger, including the
5697manner and basis for converting the interests in each
5698constituent organization into any combination of money,
5699interests in the surviving organization, and other
5700consideration.
5701     (d)  Any amendments to be made by the merger to the
5702surviving organization's organizational documents.
5703     620.8917  Action on plan of merger by constituent
5704partnership.--
5705     (1)  A plan of merger must be consented to by all of the
5706partners of a constituent partnership. The consents required by
5707this subsection must be in, or evidenced by, a record.
5708     (2)  Subject to s. 620.8920 and any contractual rights,
5709after a merger is approved, and at any time before a filing is
5710made under s. 620.8918, a constituent partnership may amend the
5711plan or abandon the planned merger:
5712     (a)  As provided in the plan.
5713     (b)  Except as prohibited by the plan, with the same
5714consent as was required to approve the plan.
5715     620.8918  Filings required for merger; effective date.--
5716     (1)  After each constituent organization has approved a
5717merger, a certificate of merger must be signed on behalf of:
5718     (a)  Each preexisting constituent partnership, by all of
5719the partners of such partnership.
5720     (b)  Each other preexisting constituent organization, by an
5721authorized representative.
5722     (2)  The certificate of merger must include:
5723     (a)  The name and form of each constituent organization and
5724the jurisdiction of its governing law.
5725     (b)  The name and form of the surviving organization, the
5726jurisdiction of its governing law, and, if the surviving
5727organization is created by the merger, a statement to that
5728effect.
5729     (c)  The date the merger is effective under the governing
5730law of the surviving organization.
5731     (d)  Any amendments provided for in the plan of merger for
5732the organizational document that created the organization.
5733     (e)  A statement as to each constituent organization that
5734the merger was approved as required by the organization's
5735governing law.
5736     (f)  If the surviving organization is a foreign
5737organization not authorized to transact business in this state,
5738the street and mailing address of an office which the Department
5739of State may use for the purposes of subsection 620.8919(2).
5740     (g)  Any additional information required by the governing
5741law of any constituent organization.
5742     (3)  Each constituent partnership shall deliver to the
5743Department of State for filing a statement of registration in
5744accordance with s. 620.8105, if such statement was not
5745previously filed, and a certificate of merger in accordance with
5746s. 620.8105.
5747     (4)  A merger becomes effective under this act:
5748     (a)  If the surviving organization is a partnership, at the
5749time specified in the plan of merger or the certificate of
5750merger, which may be as of or after the time of the filing of
5751the certificate of merger, and, if the certificate of merger
5752does not contain such an effective time, the effective time
5753shall be upon the filing of the statement of merger with the
5754Department of State, provided, if the certificate has a delayed
5755effective date, the certificate may not be effective any later
5756than the 90th day after the date it was filed, and provided
5757further, the effective date shall not be any earlier than the
5758effective date of the statement of registration filed with the
5759Department of State for the partnership in accordance with s.
5760620.8105.
5761     (b)  If the surviving organization is not a partnership, as
5762provided by the governing law of the surviving organization.
5763     (5)  A certificate of merger shall act as a cancellation of
5764any statement of registration for purposes of s. 620.8105 for a
5765partnership that is a party to the merger that is not the
5766surviving organization, which cancellation shall be deemed filed
5767upon the effective date of the merger.
5768     620.8919  Effect of merger.--
5769     (1)  When a merger becomes effective:
5770     (a)  The surviving organization continues.
5771     (b)  Each constituent organization that merges into the
5772surviving organization ceases to exist as a separate entity.
5773     (c)  Title to all real estate and other property owned by
5774each constituent organization that ceases to exist vests in the
5775surviving organization without reversion or impairment.
5776     (d)  All debts, liabilities, and other obligations of each
5777constituent organization that ceases to exist continue as
5778obligations of the surviving organization.
5779     (e)  An action or proceeding pending by or against any
5780constituent organization that ceases to exist may be continued
5781as if the merger had not occurred.
5782     (f)  Except as prohibited by other law, all of the rights,
5783privileges, immunities, powers, and purposes of each constituent
5784organization that ceases to exist vest in the surviving
5785organization.
5786     (g)  Except as otherwise provided in the plan of merger,
5787the terms and conditions of the plan of merger take effect.
5788     (h)  Except as otherwise agreed, if a constituent
5789partnership ceases to exist, the merger does not dissolve the
5790partnership for purposes of this act, and ss. 620.8801-620.8807
5791shall not apply.
5792     (i)  Any amendments provided for in the certificate of
5793merger for the organizational document that created the
5794organization become effective.
5795     (2)  A surviving organization that is a foreign
5796organization consents to the jurisdiction of the courts of this
5797state to enforce any obligation owed by a constituent
5798organization, if before the merger the constituent organization
5799was subject to suit in this state on the obligation. A surviving
5800organization that is a foreign organization and not authorized
5801to transact business in this state shall appoint the Department
5802of State as its agent for service of process pursuant to the
5803provisions of s. 48.181.
5804     (3)  A copy of the certificate of merger, certified by the
5805Department of State, may be filed in any county of this state in
5806which a constituent organization holds an interest in real
5807property.
5808     620.8920  Restrictions on approval of conversions and
5809mergers and on relinquishing limited liability partnership
5810status.--
5811     (1)  If a partner of a converting or constituent
5812partnership will have personal liability with respect to a
5813converted or surviving organization, approval and amendment of a
5814plan of conversion or merger are ineffective without the consent
5815of the partner, unless:
5816     (a)  The partnership's partnership agreement provides for
5817the approval of the conversion or merger with the consent of
5818fewer than all the partners.
5819     (b)  The partner has consented to the provision of the
5820partnership agreement.
5821     (2)  An amendment to a statement of qualification of a
5822limited liability partnership which revokes its status as such
5823is ineffective without the consent of each general partner
5824unless:
5825     (a)  The limited liability partnership's partnership
5826agreement provides for the amendment with the consent of less
5827than all its partners.
5828     (b)  Each partner that does not consent to the amendment
5829has consented to the provision of the partnership agreement.
5830     (3)  A partner does not give the consent required by
5831subsection (1) or subsection (2) merely by consenting to a
5832provision of the partnership agreement which permits the
5833partnership agreement to be amended with the consent of fewer
5834than all the partners.
5835     620.8921  Liability of a partner after conversion or
5836merger.--
5837     (1)  A conversion or merger under this act does not
5838discharge any liability under ss. 620.8306 and 620.8703 of a
5839person that was a partner in or dissociated as a partner from a
5840converting or constituent partnership, but:
5841     (a)  The provisions of this act pertaining to the
5842collection or discharge of the liability continue to apply to
5843the liability.
5844     (b)  For the purposes of applying those provisions, the
5845converted or surviving organization is deemed to be the
5846converting or constituent partnership.
5847     (c)  If a person is required to pay any amount under this
5848subsection:
5849     1.  The person has a right of contribution from each other
5850person that was liable as a partner under s. 620.8306 when the
5851obligation was incurred and has not been released from the
5852obligation under s. 620.8703.
5853     2.  Any such rights of contribution and the relative
5854amounts of contribution shall be determined and settled in the
5855same manner as provided in s. 620.8807(3).
5856     (2)  In addition to any other liability provided by law:
5857     (a)  A person that immediately before a conversion or
5858merger became effective was a partner in a converting or
5859constituent partnership that was not a limited liability
5860partnership is personally liable on a transaction entered into
5861by the converted or surviving organization with a third party
5862after the conversion or merger becomes effective, if, at the
5863time the third party enters into the transaction, the third
5864party:
5865     1.  Does not have notice of the conversion or merger.
5866     2.  Reasonably believes that:
5867     a.  The converted or surviving business is the converting
5868or constituent partnership.
5869     b.  The converting or constituent partnership is not a
5870limited liability limited partnership.
5871     c.  The person is a partner in the converting or
5872constituent partnership.
5873     (b)  A person that was dissociated as a partner from a
5874converting or constituent partnership before the conversion or
5875merger became effective is personally liable on a transaction
5876entered into by the converted or surviving organization with a
5877third party after the conversion or merger becomes effective,
5878if:
5879     1.  Immediately before the conversion or merger became
5880effective the converting or surviving partnership was not a
5881limited liability partnership.
5882     2.  At the time the third party enters into the transaction
5883fewer than 2 years have passed since the person dissociated as a
5884partner, and the third party:
5885     a.  Does not have notice of the dissociation.
5886     b.  Does not have notice of the conversion or merger.
5887     c.  Reasonably believes that the converted or surviving
5888organization is the converting or constituent partnership, the
5889converting or constituent limited partnership is not a limited
5890liability partnership, and the person is a partner in the
5891converting or constituent partnership.
5892     620.8922  Power of partners and persons dissociated as
5893partners to bind organization after conversion or merger.--
5894     (1)  An act of a person who immediately before a conversion
5895or merger became effective was a partner in a converting or
5896constituent partnership binds the converted or surviving
5897organization after the conversion or merger becomes effective,
5898if:
5899     (a)  Before the conversion or merger became effective, the
5900act would have bound the converting or constituent limited
5901partnership under s. 620.8301.
5902     (b)  At the time the third party enters into the
5903transaction, the third party:
5904     1.  Does not have notice of the conversion or merger.
5905     2.  Reasonably believes that the converted or surviving
5906business is the converting or constituent partnership and that
5907the person is a partner in the converting or constituent
5908partnership.
5909     (2)  An act of a person that before a conversion or merger
5910became effective was dissociated as a partner from a converting
5911or constituent partnership binds the converted or surviving
5912organization after the conversion or merger becomes effective,
5913if:
5914     (a)  Before the conversion or merger became effective, the
5915act would have bound the converting or constituent partnership
5916under s. 620.8301 if the person had been a partner.
5917     (b)  At the time the third party enters into the
5918transaction, fewer than 2 years have passed since the person
5919dissociated as a partner, and the third party:
5920     1.  Does not have notice of the dissociation.
5921     2.  Does not have notice of the conversion or merger.
5922     3.  Reasonably believes that the converted or surviving
5923organization is the converting or constituent partnership and
5924that the person is a partner in the converting or constituent
5925partnership.
5926     (3)  If a person having knowledge of the conversion or
5927merger causes a converted or surviving organization to incur an
5928obligation under subsection (1) or subsection (2), the person is
5929liable:
5930     (a)  To the converted or surviving organization for any
5931damage caused to the organization arising from the obligation.
5932     (b)  If another person is liable for the obligation, to
5933that other person for any damage caused to that other person
5934arising from the liability.
5935     620.8923  Application of other laws to provisions governing
5936conversions and mergers.--
5937     (1)  The provisions of ss. 620.8911-620.8922 do not
5938preclude an entity from being converted or merged under other
5939law.
5940     (2)  The provisions of ss. 620.8911-620.8922 do not
5941authorize any act prohibited by any other applicable law or
5942change the requirements of any law or rule regulating a specific
5943organization or industry, including, but not limited to, a not-
5944for-profit organization, insurance, banking or investment
5945establishment, or other regulated business or activity.
5946     Section 22.  Subsection (1) of section 620.9104, Florida
5947Statutes, is amended to read:
5948     620.9104  Activities not constituting transacting
5949business.--
5950     (1)  Activities of a foreign limited liability partnership
5951which do not constitute transacting business within the meaning
5952of ss. 620.9101-620.9105 include, but are not limited to:
5953     (a)  Maintaining, defending, or settling an action or
5954proceeding.;
5955     (b)  Holding meetings of its partners or carrying on any
5956other activity concerning its internal affairs.;
5957     (c)  Maintaining bank accounts in financial institutions.;
5958     (d)  Maintaining offices or agencies for the transfer,
5959exchange, and registration of the partnership's own securities
5960or maintaining trustees or depositories with respect to those
5961securities.;
5962     (e)  Selling through independent contractors.;
5963     (f)  Soliciting or obtaining orders, whether by mail or
5964through employees or agents or otherwise, if the orders require
5965acceptance outside this state before they become contracts.;
5966     (g)  Creating or acquiring indebtedness, mortgages, or
5967security interests in real or personal property.;
5968     (h)  Securing or collecting debts or foreclosing mortgages
5969or other security interests in property securing the debts, and
5970holding, protecting, and maintaining property so acquired.;
5971     (i)  Conducting an isolated transaction that is completed
5972within 30 days and is not one in the course of similar
5973transactions of like nature.; and
5974     (j)  Transacting business in interstate commerce.
5975     (k)  Owning and controlling a subsidiary corporation
5976incorporated in or transacting business within this state or
5977voting the stock of any corporation which it has lawfully
5978acquired.
5979     (l)  Owning a limited partnership interest in a limited
5980partnership that is doing business within this state, unless
5981such limited partner manages or controls the partnership or
5982exercises the powers and duties of a general partner.
5983     (m)  Owning, without more, real or personal property.
5984     Section 23.  Subsections (2) and (7) of section 607.11101,
5985Florida Statutes, are amended to read:
5986     607.11101  Effect of merger of domestic corporation and
5987other business entity.--When a merger becomes effective:
5988     (2)  The title to all real estate and other property, or
5989any interest therein, owned by each domestic corporation and
5990other business entity that is a party to the merger is vested in
5991the surviving entity without reversion or impairment. The
5992surviving entity shall record a certified copy of the articles
5993of merger in any county in which a merging entity holds an
5994interest in real property.
5995     (7)  The shares, partnership interests, interests,
5996obligations, or other securities, and the rights to acquire
5997shares, partnership interests, interests, obligations, or other
5998securities, of each domestic corporation and other business
5999entity that is a party to the merger shall be converted into
6000shares, partnership interests, interests, obligations, or other
6001securities, or rights to such securities, of the surviving
6002entity or any other domestic corporation or other business
6003entity or, in whole or in part, into cash or other property as
6004provided in the plan of merger, and the former holders of
6005shares, partnership interests, interests, obligations, or other
6006securities, or rights to such securities, shall be entitled only
6007to the rights provided in the plan of merger and to their
6008appraisal rights, if any, under ss. 607.1301-607.1333, ss.
6009608.4351-608.43595, ss. 620.2114-620.2124 s. 608.4384, s.
6010620.205, or other applicable law.
6011     Section 24.  Effective January 1, 2006:
6012     (1)  Section 608.4384, Florida Statutes, is repealed.
6013     (2)  Sections 620.101, 620.102, 620.103, 620.105, 620.1051,
6014620.106, 620.107, 620.108, 620.109, 620.112, 620.113, 620.114,
6015620.115, 620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
6016620.124, 620.125, 620.126, 620.127, 620.128, 620.129, 620.132,
6017620.133, 620.134, 620.135, 620.136, 620.137, 620.138, 620.139,
6018620.142, 620.143, 620.144, 620.145, 620.146, 620.147, 620.148,
6019620.149, 620.152, 620.153, 620.154, 620.155, 620.156, 620.157,
6020620.158, 620.159, 620.162, 620.163, 620.164, 620.165, 620.166,
6021620.167, 620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
6022620.176, 620.177, 620.178, 620.179, 620.182, 620.1835, 620.184,
6023620.185, 620.186, 620.187, 620.192, 620.201, 620.202, 620.203,
6024620.204, and 620.205, Florida Statutes, are repealed.
6025     (3)  Sections 620.8901, 620.8902, 620.8903, 620.8904,
6026620.8905, 620.8906, 620.8907, and 620.8908, Florida Statutes,
6027are repealed.
6028     Section 25.  Except as otherwise provided herein, this act
6029shall take effect January 1, 2006.


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