Florida Statutes Part I - Florida Revised Uniform Limited Partnership Act Of 2005 (Ss. 620.1101-620.2205)
- 620.1101 - Popular Name.
This section and sections 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.”History.—s. 17, ch. 2005-267.
- 620.1102 - Definitions.
As used in this act:(1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended.(2) “Certificate of limited partnership” means the certificate required by...
- 620.1103 - Knowledge And Notice.
(1) A person knows a fact if the person has actual knowledge of the fact.(2) A person has notice of a fact if the person:(a) Knows of the...
- 620.1104 - Nature, Purpose, And Duration Of Entity.
(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the...
- 620.1105 - Powers.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued,...
- 620.1106 - Governing Law.
The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability...
- 620.1107 - Supplemental Principles Of Law; Rate Of Interest.
(1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.(2) If an obligation to pay interest arises under this...
- 620.1108 - Name.
(1) The name of a limited partnership may contain the name of any partner.(2) The name of a limited partnership that is not a limited liability limited...
- 620.1109 - Department Of State; Fees.
In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are...
- 620.1110 - Effect Of Partnership Agreement; Nonwaivable Provisions.
(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent...
- 620.1111 - Required Information.
A limited partnership shall maintain at its designated office the following information:(1) A current list showing the full name and last known street and mailing address...
- 620.1112 - Business Transactions Of Partner With Partnership.
A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of...
- 620.1113 - Dual Capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights,...
- 620.1114 - Designated Office, Registered Office, And Registered Agent.
(1) A limited partnership shall designate and continuously maintain in this state:(a) A designated office, which need not be a place of its activity in this state.(b) A...
- 620.1115 - Change Of Registered Agent Or Registered Office.
(1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of...
- 620.1116 - Resignation Of Registered Agent.
(1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for...
- 620.1117 - Service Of Process.
(1) A registered agent appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service...
- 620.1118 - Consent And Proxies Of Partners.
Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken without...
- 620.1201 - Formation Of Limited Partnership; Certificate Of Limited Partnership.
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The...
- 620.1202 - Amendment Or Restatement Of Certificate.
(1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an amendment...
- 620.1203 - Certificate Of Dissolution; Statement Of Termination.
(1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth:(a) The name of the limited partnership.(b) The...
- 620.1204 - Signing Of Records.
(1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner:(a) An initial certificate of limited...
- 620.1205 - Signing And Filing Pursuant To Judicial Order.
(1) If a person required by this act to sign a record or deliver a record to the Department of State for filing does not do...
- 620.1206 - Delivery To And Filing Of Records By Department Of State; Effective Time And Date.
(1) A record authorized or required to be delivered to the Department of State for filing under this act must be captioned to describe the record’s...
- 620.1207 - Correcting Filed Record.
(1) A limited partnership or foreign limited partnership may deliver to the Department of State for filing a statement of correction to correct a record previously...
- 620.1208 - Liability For False Information In Filed Record.
(1) If a record delivered to the Department of State for filing under this act and filed by the Department of State contains false information, a...
- 620.1209 - Certificate Of Status.
(1) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a limited partnership if the records...
- 620.1210 - Annual Report For Department Of State.
(1) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Department of State for filing an...
- 620.1301 - Becoming Limited Partner.
A person becomes a limited partner:(1) As provided in the partnership agreement;(2) As the result of a conversion or merger involving the limited partnership under this act...
- 620.1302 - No Right Or Power As Limited Partner To Bind Limited Partnership; Certain Approval Rights.
(1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.(2) The limited partners...
- 620.1303 - No Liability As Limited Partner For Limited Partnership Obligations.
An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is...
- 620.1304 - Right Of Limited Partner And Former Limited Partner To Information.
(1) Upon 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business...
- 620.1305 - Limited Duties Of Limited Partners.
(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited...
- 620.1306 - Person Erroneously Believing Self To Be Limited Partner.
(1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that...
- 620.1401 - Becoming General Partner.
A person becomes a general partner:(1) As provided in the partnership agreement;(2) Under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner;(3) As the result...
- 620.1402 - General Partner Agent Of Limited Partnership.
(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing...
- 620.1403 - Limited Partnership Liable For General Partner’s Actionable Conduct.
(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act...
- 620.1404 - General Partner’s Liability.
(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless...
- 620.1405 - Actions By And Against Partnership And Partners.
(1) To the extent not inconsistent with s. 620.1404, a general partner may be joined in an action against the limited partnership or named in a...
- 620.1406 - Management Rights Of General Partner; Approval Rights Of Other Partners.
(1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Any matter relating to the activities of the limited...
- 620.1407 - Right Of General Partner And Former General Partner To Information.
(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:(a) In the limited partnership’s designated office,...
- 620.1408 - General Standards Of Conduct For General Partner.
(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under...
- 620.1501 - Form Of Contribution.
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes,...
- 620.1502 - Liability For Contribution.
(1) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall be in a...
- 620.1503 - Sharing Of Profits, Losses, And Distributions.
(1) Profits and losses of a limited partnership shall be allocated among the partners on the basis of the value, as stated in the required records...
- 620.1504 - Interim Distributions.
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides...
- 620.1505 - No Distribution On Account Of Dissociation.
A person does not have a right to receive a distribution on account of dissociation.History.—s. 17, ch. 2005-267.
- 620.1506 - Distribution In Kind.
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to...
- 620.1507 - Right To Distribution.
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies...
- 620.1508 - Limitations On Distribution.
(1) A limited partnership may not make a distribution in violation of the partnership agreement.(2) A limited partnership may not make a distribution if after the distribution:(a) The...
- 620.1509 - Liability For Improper Distributions.
(1) A general partner that consents to a distribution made in violation of s. 620.1508 is personally liable to the limited partnership for the amount of...
- 620.1601 - Dissociation As Limited Partner.
(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.(2) A person is dissociated from a...
- 620.1602 - Effect Of Dissociation As Limited Partner.
(1) Upon a person’s dissociation as a limited partner:(a) Subject to s. 620.1704, the person does not have further rights as a limited partner.(b) The person’s obligation of...
- 620.1603 - Dissociation As General Partner.
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:(1) The limited partnership’s having notice...
- 620.1604 - Person’s Power To Dissociate As General Partner; Wrongful Dissociation.
(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to s. 620.1603(1).(2) A person’s...
- 620.1605 - Effect Of Dissociation As General Partner.
(1) Upon a person’s dissociation as a general partner:(a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities...
- 620.1606 - Power To Bind And Liability To Limited Partnership Before Dissolution Of Partnership Of Person Dissociated As General Partner.
(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under s. 620.2102, or merged out of existence...
- 620.1607 - Liability To Other Persons Of Person Dissociated As General Partner.
(1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited...
- 620.1701 - Partner’s Transferable Interest; Certificates.
(1) The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.(2) The partnership agreement may provide that...
- 620.1702 - Transfer Of Partner’s Transferable Interest.
(1) A transfer, in whole or in part, of a partner’s transferable interest:(a) Is permissible.(b) Does not by itself cause the partner’s dissociation or a dissolution and winding...
- 620.1703 - Rights Of Creditor Of Partner Or Transferee.
(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the partnership interest of...
- 620.1704 - Power Of Estate Of Deceased Partner.
If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in s. 620.1702...
- 620.1801 - Nonjudicial Dissolution.
(1) Except as otherwise provided in s. 620.1802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any...
- 620.1802 - Judicial Dissolution.
On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the...
- 620.1803 - Winding Up.
(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.(2) In winding up its activities, the limited partnership:(a) May preserve the limited...
- 620.1804 - Power Of General Partner And Person Dissociated As General Partner To Bind Partnership After Dissolution.
(1) A limited partnership is bound by a general partner’s act after dissolution which:(a) Is appropriate for winding up the limited partnership’s activities; or(b) Would have bound the...
- 620.1805 - Liability After Dissolution Of General Partner And Person Dissociated As General Partner To Limited Partnership, Other General Partners, And Persons Dissociated As General Partner.
(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 620.1804(1) by an act that is...
- 620.1806 - Known Claims Against Dissolved Limited Partnership.
(1) A dissolved limited partnership or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedure described...
- 620.1807 - Unknown Claims Against Dissolved Limited Partnership.
(1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. 620.1806(14), may also...
- 620.1808 - Liability Of General Partner And Person Dissociated As General Partner When Claim Against Limited Partnership Barred.
If a claim is barred under s. 620.1806 or s. 620.1807, any corresponding claim under s. 620.1404, s. 620.1405, or s. 620.1607 is also barred.History.—s....
- 620.1809 - Administrative Dissolution.
(1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not:(a) Pay any fee or penalty due to the Department of...
- 620.1810 - Reinstatement Following Administrative Dissolution.
(1) A limited partnership that has been administratively dissolved under s. 620.1809 may apply to the Department of State for reinstatement at any time after the...
- 620.1811 - Appeal From Denial Of Reinstatement.
(1) If the Department of State denies a limited partnership’s request for reinstatement following administrative dissolution, the Department of State shall prepare, sign, and file a...
- 620.1812 - Revocation Of Dissolution.
(1) A limited partnership that has dissolved as the result of an event described in s. 620.1801(1)(a)-(d) and filed a certificate of dissolution with the Department...
- 620.1813 - Disposition Of Assets; When Contributions Required.
(1) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy...
- 620.1901 - Governing Law Regarding Foreign Limited Partnerships.
(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited...
- 620.1902 - Application For Certificate Of Authority.
(1) A foreign limited partnership shall apply for a certificate of authority to transact business in this state by delivering a signed application to the Department...
- 620.1903 - Activities Not Constituting Transacting Business.
(1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include:(a) Maintaining, defending, and settling...
- 620.1904 - Filing Of Certificate Of Authority.
Unless the Department of State determines that an application for a certificate of authority does not comply with the filing requirements of this act, the...
- 620.1905 - Noncomplying Name Of Foreign Limited Partnership.
(1) A foreign limited partnership whose name does not comply with s. 620.1108 may not obtain a certificate of authority until it adopts, for the purpose...
- 620.1906 - Revocation Of Certificate Of Authority.
(1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the Department of State in the...
- 620.1907 - Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate.
(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of State...
- 620.1908 - Action By Attorney General.
The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this act.History.—s. 17,...
- 620.1909 - Reinstatement Following Administrative Revocation.
(1) A foreign limited partnership whose certificate of authority was administratively revoked under s. 620.1906 may apply to the Department of State for reinstatement at any...
- 620.1910 - Amending Certificate Of Authority.
(1) A foreign limited partnership authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of...
- 620.2001 - Direct Action By Partner.
(1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or...
- 620.2002 - Derivative Action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) The partner first makes a demand on the general partners...
- 620.2003 - Proper Plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) Was a partner when...
- 620.2004 - Pleading.
In a derivative action, the complaint must state with particularity:(1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or(2) Why...
- 620.2005 - Proceeds And Expenses.
(1) Except as otherwise provided in subsection (2):(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited...
- 620.2101 - Definitions.
As used in this section and ss. 620.2102-620.2124:(1) “Constituent limited partnership” means a constituent organization that is a limited partnership.(2) “Constituent organization” means an organization that is...
- 620.2102 - Conversion.
(1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization, other than an...
- 620.2103 - Action On Plan Of Conversion By Converting Limited Partnership.
(1) A plan of conversion must be consented to by all of the general partners of a converting limited partnership. Subject to s. 620.2110, the plan...
- 620.2104 - Filings Required For Conversion; Effective Date.
(1) After a plan of conversion is approved:(a) A converting limited partnership shall deliver to the Department of State for filing a certificate of conversion, signed by...
- 620.2105 - Effect Of Conversion.
(1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion.(2) When a conversion takes...
- 620.2106 - Merger.
(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.2107-620.2109 and a plan of merger, if:(a) The...
- 620.2107 - Action On Plan Of Merger By Constituent Limited Partnership.
(1) A plan of merger must be consented to by all of the general partners of a constituent limited partnership. Subject to s. 620.2110, the plan...
- 620.2108 - Filings Required For Merger; Effective Date.
(1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of:(a) Each preexisting constituent limited partnership, by each general...
- 620.2109 - Effect Of Merger.
(1) When a merger becomes effective:(a) The surviving organization continues.(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.(c) All property owned...
- 620.2110 - Restrictions On Approval Of Conversions And Mergers And On Relinquishing Limited Liability Limited Partnership Status.
(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment...
- 620.2111 - Liability Of General Partner After Conversion Or Merger.
(1) A conversion or merger under this act does not discharge any liability under ss. 620.1404 and 620.1607 of a person that was a general partner...
- 620.2112 - Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger.
(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership...
- 620.2113 - Appraisal Rights; Definitions.
The following definitions apply to this section and ss. 620.2114-620.2124:(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled...
- 620.2114 - Right Of Limited Partners To Appraisal.
(1) A limited partner of a limited partnership governed by this act is entitled to appraisal rights, and to obtain payment of the fair value of...
- 620.2115 - Assertion Of Rights By Nominees And Beneficial Owners.
(1) A record limited partner may assert appraisal rights as to fewer than all the limited partner interests registered in the record limited partner’s name that...
- 620.2116 - Notice Of Appraisal Rights.
(1) If a proposed appraisal event is to be submitted to a vote at a limited partners’ meeting, the meeting notice must state that the limited...
- 620.2117 - Notice Of Intent To Demand Payment.
(1) If a proposed appraisal event is submitted to a vote at a partners’ meeting, or is submitted to a partner pursuant to a consent vote,...
- 620.2118 - Appraisal Notice And Form.
(1) If the proposed appraisal event becomes effective, the limited partnership must deliver a written appraisal notice and form required by paragraph (2)(a) to all limited...
- 620.2119 - Perfection Of Rights; Right To Withdraw.
(1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in the case of...
- 620.2120 - Limited Partner’s Acceptance Of Limited Partnership’s Offer.
(1) If the limited partner states on the form provided in s. 620.2118(1) that the limited partner accepts the offer of the limited partnership to pay...
- 620.2121 - Procedure If Limited Partner Is Dissatisfied With Offer.
(1) A limited partner who is dissatisfied with the limited partnership’s offer as set forth pursuant to s. 620.2118(2)(b)5. must notify the limited partnership on the...
- 620.2122 - Court Action.
(1) If a limited partner makes demand for payment under s. 620.2121 which remains unsettled, the limited partnership shall commence a proceeding within 60 days after...
- 620.2123 - Court Costs And Counsel Fees.
(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court....
- 620.2124 - Limitation On Limited Partnership Payment.
(1) No payment shall be made to a limited partner seeking appraisal rights if, at the time of payment, the limited partnership is unable to meet...
- 620.2125 - Application Of Other Laws To Provisions Governing Conversions And Mergers.
(1) The provisions of ss. 620.2101-620.2124 do not preclude an entity from being converted or merged under other law.(2) The provisions of ss. 620.2101-620.2124 do not authorize...
- 620.2201 - Uniformity Of Application And Construction.
In applying and construing this act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter...
- 620.2202 - Severability Clause.
If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
- 620.2203 - Relation To Electronic Signatures In Global And National Commerce Act.
This act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act...
- 620.2204 - Application To Existing Relationships.
(1) Before January 1, 2007, this act governs only:(a) A limited partnership formed on or after January 1, 2006.(b) Except as otherwise provided in subsections (3) and (4),...
- 620.2205 - Savings Clause.
This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect.History.—s. 17, ch. 2005-267.
Last modified: September 23, 2016