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The Florida Statutes

The 2008 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 620
PARTNERSHIP LAWS
View Entire Chapter
Chapter 620, Part I, Florida Statutes 2008

PART I

FLORIDA REVISED UNIFORM
LIMITED PARTNERSHIP ACT OF 2005

620.1101  Popular name.

620.1102  Definitions.

620.1103  Knowledge and notice.

620.1104  Nature, purpose, and duration of entity.

620.1105  Powers.

620.1106  Governing law.

620.1107  Supplemental principles of law; rate of interest.

620.1108  Name.

620.1109  Department of State; fees.

620.1110  Effect of partnership agreement; nonwaivable provisions.

620.1111  Required information.

620.1112  Business transactions of partner with partnership.

620.1113  Dual capacity.

620.1114  Designated office, registered office, and registered agent.

620.1115  Change of registered agent or registered office.

620.1116  Resignation of registered agent.

620.1117  Service of process.

620.1118  Consent and proxies of partners.

620.1201  Formation of limited partnership; certificate of limited partnership.

620.1202  Amendment or restatement of certificate.

620.1203  Certificate of dissolution; statement of termination.

620.1204  Signing of records.

620.1205  Signing and filing pursuant to judicial order.

620.1206  Delivery to and filing of records by Department of State; effective time and date.

620.1207  Correcting filed record.

620.1208  Liability for false information in filed record.

620.1209  Certificate of status.

620.1210  Annual report for Department of State.

620.1301  Becoming limited partner.

620.1302  No right or power as limited partner to bind limited partnership; certain approval rights.

620.1303  No liability as limited partner for limited partnership obligations.

620.1304  Right of limited partner and former limited partner to information.

620.1305  Limited duties of limited partners.

620.1306  Person erroneously believing self to be limited partner.

620.1401  Becoming general partner.

620.1402  General partner agent of limited partnership.

620.1403  Limited partnership liable for general partner's actionable conduct.

620.1404  General partner's liability.

620.1405  Actions by and against partnership and partners.

620.1406  Management rights of general partner; approval rights of other partners.

620.1407  Right of general partner and former general partner to information.

620.1408  General standards of conduct for general partner.

620.1501  Form of contribution.

620.1502  Liability for contribution.

620.1503  Sharing of profits, losses, and distributions.

620.1504  Interim distributions.

620.1505  No distribution on account of dissociation.

620.1506  Distribution in kind.

620.1507  Right to distribution.

620.1508  Limitations on distribution.

620.1509  Liability for improper distributions.

620.1601  Dissociation as limited partner.

620.1602  Effect of dissociation as limited partner.

620.1603  Dissociation as general partner.

620.1604  Person's power to dissociate as general partner; wrongful dissociation.

620.1605  Effect of dissociation as general partner.

620.1606  Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

620.1607  Liability to other persons of person dissociated as general partner.

620.1701  Partner's transferable interest; certificates.

620.1702  Transfer of partner's transferable interest.

620.1703  Rights of creditor of partner or transferee.

620.1704  Power of estate of deceased partner.

620.1801  Nonjudicial dissolution.

620.1802  Judicial dissolution.

620.1803  Winding up.

620.1804  Power of general partner and person dissociated as general partner to bind partnership after dissolution.

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.

620.1806  Known claims against dissolved limited partnership.

620.1807  Unknown claims against dissolved limited partnership.

620.1808  Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

620.1809  Administrative dissolution.

620.1810  Reinstatement following administrative dissolution.

620.1811  Appeal from denial of reinstatement.

620.1812  Revocation of dissolution.

620.1813  Disposition of assets; when contributions required.

620.1901  Governing law regarding foreign limited partnerships.

620.1902  Application for certificate of authority.

620.1903  Activities not constituting transacting business.

620.1904  Filing of certificate of authority.

620.1905  Noncomplying name of foreign limited partnership.

620.1906  Revocation of certificate of authority.

620.1907  Cancellation of certificate of authority; effect of failure to have certificate.

620.1908  Action by Attorney General.

620.1909  Reinstatement following administrative revocation.

620.1910  Amending certificate of authority.

620.2001  Direct action by partner.

620.2002  Derivative action.

620.2003  Proper plaintiff.

620.2004  Pleading.

620.2005  Proceeds and expenses.

620.2101  Definitions.

620.2102  Conversion.

620.2103  Action on plan of conversion by converting limited partnership.

620.2104  Filings required for conversion; effective date.

620.2105  Effect of conversion.

620.2106  Merger.

620.2107  Action on plan of merger by constituent limited partnership.

620.2108  Filings required for merger; effective date.

620.2109  Effect of merger.

620.2110  Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

620.2111  Liability of general partner after conversion or merger.

620.2112  Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

620.2113  Appraisal rights; definitions.

620.2114  Right of limited partners to appraisal.

620.2115  Assertion of rights by nominees and beneficial owners.

620.2116  Notice of appraisal rights.

620.2117  Notice of intent to demand payment.

620.2118  Appraisal notice and form.

620.2119  Perfection of rights; right to withdraw.

620.2120  Limited partner's acceptance of limited partnership's offer.

620.2121  Procedure if limited partner is dissatisfied with offer.

620.2122  Court action.

620.2123  Court costs and counsel fees.

620.2124  Limitation on limited partnership payment.

620.2125  Application of other laws to provisions governing conversions and mergers.

620.2201  Uniformity of application and construction.

620.2202  Severability clause.

620.2203  Relation to Electronic Signatures in Global and National Commerce Act.

620.2204  Application to existing relationships.

620.2205  Savings clause.