Chapter 620 PARTNERSHIP LAWS
- PART I FLORIDA REVISED UNIFORM LIMITED PARTNERSHIP ACT OF 2005(ss. 620.1101-620.2205)
- 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.
- PART II REVISED UNIFORM PARTNERSHIP ACT(ss. 620.81001-620.9902)
- 620.81001 Uniformity of application and construction.
- 620.81002 Short title.
- 620.8101 Definitions.
- 620.8102 Knowledge and notice.
- 620.8103 Effect of partnership agreement; nonwaivable provisions.
- 620.8104 Supplemental principles of law.
- 620.8105 Execution, filing, and recording of partnership registration and other statements.
- 620.81055 Fees for filing documents and issuing certificates; powers of the Department of State.
- 620.8106 Governing law.
- 620.8107 Partnership subject to amendment or repeal of act.
- 620.8201 Partnership as entity.
- 620.8202 Formation of partnership.
- 620.8203 Partnership property.
- 620.8204 When property is partnership property.
- 620.8301 Partner agent of partnership.
- 620.8302 Transfer of partnership property.
- 620.8303 Statement of partnership authority.
- 620.8304 Statement of denial.
- 620.8305 Partnership liable for partner’s actionable conduct.
- 620.8306 Partner’s liability.
- 620.8307 Actions by and against partnership and partners.
- 620.8308 Liability of purported partner.
- 620.8401 Partner’s rights and duties.
- 620.8402 Distributions in kind.
- 620.8403 Partner’s rights and duties with respect to information.
- 620.8404 General standards of partner’s conduct.
- 620.8405 Actions by partnership and partners.
- 620.8406 Continuation of partnership beyond definite term or particular undertaking.
- 620.8501 Partner not coowner of partnership property.
- 620.8502 Partner’s transferable interest in partnership.
- 620.8503 Transfer of partner’s transferable interest.
- 620.8504 Partner’s transferable interest subject to charging order.
- 620.8601 Events causing partner’s dissociation.
- 620.8602 Partner’s power to dissociate; wrongful dissociation.
- 620.8603 Effect of partner’s dissociation.
- 620.8701 Purchase of dissociated partner’s interest.
- 620.8702 Dissociated partner’s power to bind and liability to partnership.
- 620.8703 Dissociated partner’s liability to other persons.
- 620.8704 Statement of dissociation.
- 620.8705 Continued use of partnership name.
- 620.8801 Events causing dissolution and winding up of partnership business.
- 620.8802 Partnership continues after dissolution.
- 620.8803 Right to wind up partnership business.
- 620.8804 Partner’s power to bind partnership after dissolution.
- 620.8805 Statement of dissolution.
- 620.8806 Partner’s liability to other partners after dissolution.
- 620.8807 Settlement of accounts and contributions among partners.
- 620.8911 Definitions.
- 620.8912 Conversion.
- 620.8913 Action on plan of conversion by converting partnership.
- 620.8914 Filings required for conversion; effective date.
- 620.8915 Effect of conversion.
- 620.8916 Merger.
- 620.8917 Action on plan of merger by constituent partnership.
- 620.8918 Filings required for merger; effective date.
- 620.8919 Effect of merger.
- 620.8920 Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.
- 620.8921 Liability of a partner after conversion or merger.
- 620.8922 Power of partners and persons dissociated as partners to bind organization after conversion or merger.
- 620.8923 Application of other laws to provisions governing conversions and mergers.
- 620.9001 Statement of qualification.
- 620.9002 Name.
- 620.9003 Annual report.
- 620.9101 Law governing foreign limited liability partnership.
- 620.9102 Statement of foreign qualification.
- 620.9103 Effect of failure to qualify.
- 620.9104 Activities not constituting transacting business.
- 620.9105 Action by Attorney General.
- 620.9901 Applicability.
- 620.9902 Saving clause.