Florida Statutes
Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)
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 partnership must contain the phrase “limited partnership” or “limited” or the abbreviation “L.P.” or “Ltd.” or the designation “LP,” and may not contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or the designation “LLLP,” as will clearly indicate that it is a limited partnership instead of a natural person, corporation, limited liability company, or other business entity.
(3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or designation “LLLP,” as will clearly indicate that it is a limited liability limited partnership instead of a natural person or other business entity, except that a limited liability limited partnership organized prior to January 1, 2006, that was using an abbreviation or designation permitted under prior law shall be entitled to continue using such abbreviation or designation until its dissolution.
(4) The name of a limited partnership must be distinguishable in the records of the Department of State from the names of all other entities or filings that are on file with the Department of State, except fictitious name registrations pursuant to s. 865.09, general partnership registrations pursuant to s. 620.8105, and limited liability partnership statements pursuant to s. 620.9001 which are organized, registered, or reserved under the laws of this state; however, a limited partnership or a limited liability limited partnership may register under a name that is not otherwise distinguishable on the records of the Department of State with the written consent of the other entity if the consent is filed with the Department of State at the time of registration of such name and if such name is not identical to the name of the other entity. A name that is different from the name of another entity or filing due to any of the following is not considered distinguishable:
(a) A suffix.
(b) A definite or indefinite article.
(c) The word “and” and the symbol “&.”
(d) The singular, plural, or possessive form of a word.
(e) A punctuation mark or a symbol.

(5) Subject to s. 620.1905, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
(6) A limited partnership or a limited liability limited partnership in existence before January 1, 2020, that has a name that does not clearly indicate that it is a limited partnership or a limited liability limited partnership instead of a natural person, corporation, limited liability company, or other business entity may continue using its name until it dissolves or amends its name in the records of the Department of State.
History.—s. 17, ch. 2005-267; s. 71, ch. 2006-1; s. 35, ch. 2014-209; s. 278, ch. 2019-90.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

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.

620.11085 - Reserved 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; notice.

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.