Florida Statutes
Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)
620.1903 - Activities not constituting transacting business.


(1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include:
(a) Maintaining, defending, and settling an action or proceeding.
(b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs.
(c) Maintaining accounts in financial institutions.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or electronic means or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.
(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner.
(j) Transacting business in interstate commerce.
(k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(m) Owning, without more, real or personal property.

(2) The list of activities in subsection (1) is not exhaustive.
(3) For purposes of s. 620.1902, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.
(4) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.
History.—s. 17, ch. 2005-267.

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.