(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 annual report that states:
(a) The name of the limited partnership or, if a foreign limited partnership, the name under which the foreign limited partnership is registered to transact business in this state.
(b) The street and mailing address of the limited partnership or foreign limited partnership, the name of its registered agent in this state, and the street address of its registered office in this state.
(c) The name and business address of each general partner. Each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.
(d) Federal Employer Identification number.
(e) Any additional information that is necessary or appropriate to enable the Department of State to carry out the provisions of this act.
(2) Information in an annual report must be current as of the date the annual report is delivered to the Department of State for filing.
(3) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Department of State between January 1 and May 1 of each subsequent calendar year.
(4) If an annual report does not contain the information required in subsection (1), the Department of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (1) and delivered to the Department of State within 30 days after the effective date of the notice, it is timely delivered.
(5) If a filed annual report contains the address of a designated office, name of a registered agent, or registered office address which differs from the information shown in the records of the Department of State immediately before the filing, the differing information in the annual report is considered a statement of change under s. 620.1115.
History.—s. 17, ch. 2005-267.
Structure 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)
620.1103 - Knowledge and notice.
620.1104 - Nature, purpose, and duration of entity.
620.1107 - Supplemental principles of law; rate of interest.
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.
620.1114 - 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.
620.1207 - 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.
620.1303 - 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.
620.1607 - 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.
620.1806 - Known claims against dissolved limited partnership.
620.1807 - Unknown claims against dissolved limited partnership.
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.
620.2005 - Proceeds and expenses.
620.2103 - Action on plan of conversion by converting limited partnership.
620.2104 - Filings required for conversion; effective date.
620.2105 - Effect of conversion.
620.2107 - Action on plan of merger by constituent limited partnership.
620.2108 - Filings required for merger; effective date.
620.2111 - Liability of general partner 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.
620.2123 - 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.