Florida Statutes Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)

• 620.81001 - Uniformity Of Application And Construction.
  This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act.History.—s....
• 620.81002 - Short Title.
  This act may be cited as the Revised Uniform Partnership Act of 1995.History.—s. 13, ch. 95-242.
• 620.8101 - Definitions.
  As used in this act, the term:(1) “Act” means the Revised Uniform Partnership Act of 1995, consisting of ss. 620.81001-620.9902.(2) “Business” means any trade, occupation, profession, or...
• 620.8102 - 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...
• 620.8103 - Effect Of Partnership Agreement; Nonwaivable Provisions.
  (1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent...
• 620.8104 - Supplemental Principles Of Law.
  (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...
• 620.8105 - Execution, Filing, And Recording Of Partnership Registration And Other Statements.
  (1) A partnership may file a partnership registration statement with the Department of State, which must include:(a) The name of the partnership, which is filed for purpose...
• 620.81055 - Fees For Filing Documents And Issuing Certificates; Powers Of The Department Of State.
  (1) The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing:(a) Partnership registration...
• 620.8106 - Governing Law.
  (1) Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among partners...
• 620.8107 - Partnership Subject To Amendment Or Repeal Of Act.
  A partnership governed by this act is subject to any amendment to or repeal of this act.History.—s. 13, ch. 95-242.
• 620.8201 - Partnership As Entity.
  (1) A partnership is an entity distinct from its partners.(2) A limited liability partnership continues to be the same entity that existed before the filing of a...
• 620.8202 - Formation Of Partnership.
  (1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as coowners a business for profit forms a...
• 620.8203 - Partnership Property.
  Property acquired by a partnership is property of the partnership and not of the partners individually.History.—s. 13, ch. 95-242.
• 620.8204 - When Property Is Partnership Property.
  (1) Property is partnership property if acquired in the name of:(a) The partnership; or(b) One or more partners with an indication in the instrument transferring title to the...
• 620.8301 - Partner Agent Of Partnership.
  Subject to the effect of a statement of partnership authority under s. 620.8303:(1) Each partner is an agent of the partnership for the purpose of its...
• 620.8302 - Transfer Of Partnership Property.
  (1) Partnership property may be transferred as follows:(a) Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property held in the name...
• 620.8303 - Statement Of Partnership Authority.
  (1) A partnership may file a statement of partnership authority, which:(a) Must include the name of the partnership, as identified in the records of the Department of...
• 620.8304 - Statement Of Denial.
  (1) A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an agent...
• 620.8305 - Partnership Liable For Partner’s Actionable Conduct.
  (1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or...
• 620.8306 - Partner’s Liability.
  (1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed...
• 620.8307 - Actions By And Against Partnership And Partners.
  (1) A partnership may sue and be sued in the name of the partnership.(2) An action may be brought against the partnership and, to the extent not...
• 620.8308 - Liability Of Purported Partner.
  (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership...
• 620.8401 - Partner’s Rights And Duties.
  (1) Each partner is deemed to have an account which is:(a) Credited with an amount equal to the money plus the value of any other property, net...
• 620.8402 - Distributions In Kind.
  A partner has no right to receive, and may not be required to accept, a distribution in kind.History.—s. 13, ch. 95-242.
• 620.8403 - Partner’s Rights And Duties With Respect To Information.
  (1) A partnership shall keep its books and records, if any, at the chief executive office of the partnership.(2) A partnership shall provide partners and their agents...
• 620.8404 - General Standards Of Partner’s Conduct.
  (1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as...
• 620.8405 - Actions By Partnership And Partners.
  (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the...
• 620.8406 - Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.
  (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of...
• 620.8501 - Partner Not Coowner Of Partnership Property.
  Partnership property is owned by the partnership as an entity, not by the partners as coowners. A partner has no interest that can be transferred,...
• 620.8502 - Partner’s Transferable Interest In Partnership.
  The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s...
• 620.8503 - Transfer Of Partner’s Transferable Interest.
  (1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:(a) Is permissible.(b) Does not, by itself, cause the partner’s dissociation or a...
• 620.8504 - Partner’s Transferable Interest Subject To Charging Order.
  (1) Upon application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the...
• 620.8601 - Events Causing Partner’s Dissociation.
  A partner is dissociated from a partnership upon the occurrence of any of the following events:(1) The partnership having notice of the partner’s express will to...
• 620.8602 - Partner’s Power To Dissociate; Wrongful Dissociation.
  (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1).(2) A partner’s dissociation is wrongful only...
• 620.8603 - Effect Of Partner’s Dissociation.
  (1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply.(2) Upon a partner’s dissociation:(a) The...
• 620.8701 - Purchase Of Dissociated Partner’s Interest.
  (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership...
• 620.8702 - Dissociated Partner’s Power To Bind And Liability To Partnership.
  (1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership...
• 620.8703 - Dissociated Partner’s Liability To Other Persons.
  (1) A partner’s dissociation does not, by itself, discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for...
• 620.8704 - Statement Of Dissociation.
  (1) A dissociated partner or the partnership may file a statement of dissociation stating:(a) The name of the partnership as identified in the records of the Department...
• 620.8705 - Continued Use Of Partnership Name.
  Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not, by itself, make the...
• 620.8801 - Events Causing Dissolution And Winding Up Of Partnership Business.
  A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) In a partnership at will,...
• 620.8802 - Partnership Continues After Dissolution.
  (1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding...
• 620.8803 - Right To Wind Up Partnership Business.
  (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but, upon application of any partner, partner’s legal...
• 620.8804 - Partner’s Power To Bind Partnership After Dissolution.
  Subject to s. 620.8805, a partnership is bound by a partner’s act after dissolution which:(1) Is appropriate for winding up the partnership business; or(2) Would have bound...
• 620.8805 - Statement Of Dissolution.
  (1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating:(a) The name of the partnership, as identified in the records...
• 620.8806 - Partner’s Liability To Other Partners After Dissolution.
  (1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner’s share of...
• 620.8807 - Settlement Of Accounts And Contributions Among Partners.
  (1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to...
• 620.8911 - Definitions.
  As used in this section and ss. 620.8912-620.8923:(1) “Constituent partnership” means a constituent organization that is a partnership governed by this act.(2) “Constituent organization” means an organization...
• 620.8912 - Conversion.
  (1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ss....
• 620.8913 - Action On Plan Of Conversion By Converting Partnership.
  (1) A plan of conversion must be consented to by all of the partners of a converting partnership. The consents required by this subsection must be...
• 620.8914 - Filings Required For Conversion; Effective Date.
  (1) After a plan of conversion is approved:(a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s....
• 620.8915 - 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...
• 620.8916 - Merger.
  (1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 and a plan of merger, if:(a) The governing...
• 620.8917 - Action On Plan Of Merger By Constituent Partnership.
  (1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must be...
• 620.8918 - 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 partnership, by all of the...
• 620.8919 - 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) Title to all...
• 620.8920 - Restrictions On Approval Of Conversions And Mergers And On Relinquishing Limited Liability Partnership Status.
  (1) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of...
• 620.8921 - Liability Of A Partner After Conversion Or Merger.
  (1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 and 620.8703 of a person that was a partner in...
• 620.8922 - Power Of Partners And Persons Dissociated As Partners To Bind Organization After Conversion Or Merger.
  (1) An act of a person who immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the...
• 620.8923 - Application Of Other Laws To Provisions Governing Conversions And Mergers.
  (1) The provisions of ss. 620.8911-620.8922 do not preclude an entity from being converted or merged under other law.(2) The provisions of ss. 620.8911-620.8922 do not authorize...
• 620.9001 - Statement Of Qualification.
  (1) A partnership may become a limited liability partnership pursuant to this section.(2) The terms and conditions on which a partnership becomes a limited liability partnership must...
• 620.9002 - Name.
  The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”History.—s. 24, ch. 99-285.
• 620.9003 - Annual Report.
  (1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office...
• 620.9101 - Law Governing Foreign Limited Liability Partnership.
  (1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the...
• 620.9102 - Statement Of Foreign Qualification.
  (1) Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement of foreign...
• 620.9103 - Effect Of Failure To Qualify.
  (1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect...
• 620.9104 - Activities Not Constituting Transacting Business.
  (1) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include, but are not limited to:(a) Maintaining,...
• 620.9105 - Action By Attorney General.
  The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of ss. 620.9101-620.9104.History.—s....
• 620.9901 - Applicability.
  Effective January 1, 1998, the Revised Uniform Partnership Act of 1995 governs all partnerships.History.—s. 14, ch. 95-242; s. 34, ch. 99-285; s. 43, ch. 2001-63;...
• 620.9902 - Saving Clause.
  The Revised Uniform Partnership Act of 1995 does not affect any action or proceeding commenced or any right accrued before January 1, 1996.History.—s. 15, ch....

Last modified: September 23, 2016