The Florida Senate

620.78  Registered limited liability partnerships.--

(1)  To become and to continue as a registered limited liability partnership, a partnership must file with the Secretary of State a statement of registration or a statement of renewal of registration stating:

(a)  The name of the partnership.

(b)  The address of its principal office if its principal office is not located in this state.

(c)  The address of a registered office in this state, and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain.

(d)  The number of partners.

(e)  A brief statement describing the business in which the partnership engages.

(f)  The effective date of the partnership if such date is later than the time of filing, with such effective date not to exceed 60 days from the date of filing.

(g)  The partnership's federal employer identification number, pursuant to s. 119.092.

(h)  The name and recorded document number of any partner that is an entity other than an individual.

(2)  A statement of registration or statement of renewal of registration must be executed by a majority in voting interest of the partners or by one or more partners authorized by a majority in voting interest of the partners.

(3)  A statement of registration or statement of renewal of registration must include a fee of $100 for each partner in the partnership on the date of the registration who, if a natural person, has her or his principal residence in this state or, if any other person, is incorporated, organized, or exists under the laws of this state. The fee payable for any 1 year for a registered limited liability partnership may not exceed $10,000.

(4)  A statement of registration or statement of renewal of registration must include either:

(a)  A copy of an insurance policy demonstrating that the partnership complies with ¹s. 620.7851(1)(a); or

(b)  An affidavit sworn to by a majority in voting interest of the partners or by one or more partners authorized by a majority in voting interest of the partners that the partnership complies with ²s. 620.7851(1)(b).

(5)  The Department of State shall register any partnership as a registered limited liability partnership, and shall renew the registration of any registered limited liability partnership, that submits a completed statement of registration or statement of renewal of registration accompanied by the required fee. A partnership becomes a registered limited liability partnership at the time of the filing of the initial statement of registration with the department or at any later date or time specified in the statement of registration if, in either case, there has been compliance with the requirements of ss. 620.78-³620.789. A partnership continues as a registered limited liability partnership if there has been compliance with the requirements of ss. 620.78-³620.789.

(6)  Registration is effective for 1 year after the date the statement of registration is filed, unless voluntarily canceled by filing with the Department of State a statement of cancellation of registration under ⁴s. 620.781. Registration, whether pursuant to an original statement of registration or a statement of renewal of registration as a registered limited liability partnership, is renewed if the partnership files with the Department of State a statement of renewal of registration. An initial statement of renewal of registration expires 1 year after the date an original statement of registration would have expired if the statement of renewal of registration had not been filed; a subsequent statement of renewal of registration expires 1 year after the date the preceding statement of renewal of registration would have expired if such subsequent statement of renewal of registration had not been filed. The status of the registered limited liability partnership shall not be affected by subsequent changes in the information contained in the statement of registration or statement of renewal of registration after its filing.

(7)  The Secretary of State shall prescribe forms for a statement of registration or a statement of renewal of registration and may adopt rules to implement this part.

(8)(a)  A statement of registration or statement of renewal of registration filed with the Department of State under this section may be amended or corrected by filing with the department a certificate of amendment executed by a majority in voting interest of the partners or by one or more partners authorized by a majority in voting interest of the partners of the registered limited liability partnership. The registered limited liability partnership must file a certificate of amendment no later than 90 days after:

1.  A change in the name of the registered limited liability partnership;

2.  A change in the mailing address of its principal office;

3.  A change in the name or address of the registered agent of the registered limited liability partnership; or

4.  A partner of the registered limited liability partnership becomes aware that any statement in a registration was false in any material respect when made or that an event has occurred which makes the registration inaccurate in any material respect.

(b)  The filing of a certificate of amendment must be accompanied by a fee of $60. The certificate of amendment must provide:

1.  The name of the limited liability partnership and, if it has been changed, the name under which it was registered.

2.  The date of filing of its initial registration.

3.  A statement of the text of the amended or corrected information. The filing of a certificate of amendment does not alter the effective date of the registration being amended or corrected.

History.--s. 1, ch. 95-242; s. 1, ch. 95-409; s. 168, ch. 97-102.

¹Note.--Substituted for a reference to s. 620.82(1)(a) by the editors to conform to the renumbering of s. 620.82 by the reviser incident to the compilation of the Florida Statutes 1995.

²Note.--Substituted for a reference to s. 620.82(1)(b) by the editors to conform to the renumbering of s. 620.82 by the reviser incident to the compilation of the Florida Statutes 1995.

³Note.--Substituted for a reference to s. 620.85 by the editors to conform to the renumbering of s. 620.85 by the reviser incident to the compilation of the Florida Statutes 1995.

⁴Note.--Substituted for a reference to s. 620.785 by the editors to conform to the renumbering of s. 620.785 by the reviser incident to the compilation of the Florida Statutes 1995.