The Florida Senate

620.7885  Foreign registered limited liability partnership.--

(1)  Before transacting business in this state as such, and in order to continue transacting business in this state, a foreign registered limited liability partnership must file with the Department of State a statement of registration as a foreign registered limited liability partnership, or a statement of renewal of registration as a foreign registered limited liability partnership, setting forth the information described in s. 620.78(1) and specifying the jurisdiction in which it is registered as a limited liability partnership and the effective date of its registration in that jurisdiction.

(2)  Except as otherwise provided in subsection (3), a foreign registered limited liability partnership must comply with s. 620.78, and the provisions of that section govern the registration, renewal of registration, and amendment of registration of a foreign registered limited liability partnership. For purposes of s. 620.78(4), a foreign registered limited liability partnership that obtains, pursuant to the laws or regulations of another jurisdiction, liability insurance that covers, or funds specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on, errors, omissions, negligence, incompetence, malpractice, wrongful acts, and such other conduct for which the liability of partners is limited under the law of the jurisdiction in which the foreign registered liability partnership is organized, shall be deemed to comply with ¹s. 620.7851 if the amount thereof is equal to or greater than the minimum coverage amount as defined in ²s. 620.7851(2). A foreign registered limited liability partnership shall be deemed to comply with ³s. 620.7851(1)(b) if the letter of credit is issued by any bank or savings association organized under the laws of the United States or the State of Florida.

(3)  The statement of registration, or statement of renewal of registration, as a foreign registered limited liability partnership must be accompanied by a fee of $100 for each partner in the partnership as of the date of the registration who, in the case of a natural person, has her or his principal residence in Florida, or in the case of any other person, is incorporated or otherwise organized or existing under the laws of this state, but in no event may the fee payable for any year with respect to the foreign registered limited liability partnership under this section exceed $10,000 or be less than $100.

(4)  The laws of the state or other jurisdiction under which a foreign registered limited liability partnership is organized shall govern its organizational and internal affairs including the liability of partners, solely by reason of being partners, for the debts, obligations, and liabilities of or chargeable to the partnership.

(5)  A foreign registered limited liability partnership may not be prohibited from transacting business in this state because of a conflict between the laws of the jurisdiction under which it is organized and the laws of this state.

(6)  The name of a foreign registered limited liability partnership must contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.

(7)  A foreign registered limited liability partnership transacting business in this state without having filed a statement of registration or a statement of renewal of registration under subsection (1) may not maintain any court action in this state until the foreign registered limited liability partnership files such statement and pays all fees that it would have been required to pay had it filed a statement under subsection (1) before transacting business as a foreign registered limited liability partnership in this state. The failure of a foreign registered limited liability partnership that is transacting business in this state to comply with the provisions of this section does not impair the validity of any contract or act of the foreign registered limited liability partnership or prevent the foreign registered limited liability partnership from defending any court proceeding in this state.

(8)  A foreign registered limited liability partnership is under the supervision of the regulatory bodies that supervise such profession under the laws of this state and is subject to disciplinary proceedings and penalties in the same manner as individuals and their licenses, certificates, and registrations relative to such profession.

History.--s. 10, ch. 95-242; s. 10, ch. 95-409; s. 169, ch. 97-102.

¹Note.--Substituted for a reference to s. 620.82 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(2) 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. 620.82(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.