Florida Statutes
Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)
620.2118 - Appraisal notice and form.


(1) If the proposed appraisal event becomes effective, the limited partnership must deliver a written appraisal notice and form required by paragraph (2)(a) to all limited partners who satisfied the requirements of s. 620.2117.
(2) The appraisal notice must be sent no earlier than the date the appraisal event became effective and no later than 10 days after such date and must:
(a) Supply a form that specifies the date that the appraisal event became effective and that provides for the limited partner to state:
1. The limited partner’s name and address.
2. The number, classes, and series of limited partner interests as to which the limited partner asserts appraisal rights.
3. That the limited partner did not vote for the transaction.
4. Whether the limited partner accepts the limited partnership’s offer as stated in subparagraph (b)4.
5. If the offer is not accepted, the limited partner’s estimated fair value of the limited partner interests and a demand for payment of the limited partner’s estimated value plus interest.

(b) State:
1. Where the form described in paragraph (a) must be sent.
2. A date by which the limited partnership must receive the form, which date may not be fewer than 40 or more than 60 days after the date the appraisal notice and form described in this subsection are sent, and state that the limited partner shall have waived the right to demand appraisal with respect to the limited partner interests unless the form is received by the limited partnership by such specified date.
3. In the case of limited partner interest represented by a certificate, the location at which certificates for such certificated partnership interests must be deposited, if that action is required by the limited partnership, and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.
4. The limited partnership’s estimate of the fair value of the limited partner interests.
5. An offer to each limited partner who is entitled to appraisal rights to pay the limited partnership’s estimate of fair value set forth in subparagraph 4.
6. That, if requested in writing, the limited partnership will provide to the limited partner so requesting, within 10 days after the date specified in subparagraph 2., the number of limited partners who return the forms by the specified date and the total number of limited partner interests owned by them.
7. The date by which the notice to withdraw under s. 620.2119 must be received, which date must be within 20 days after the date specified in subparagraph 2.

(c) Be accompanied by:
1. Financial statements of the limited partnership that issued the limited partner interests to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the limited partnership’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.
2. A copy of ss. 620.2113-620.2124.


History.—s. 17, ch. 2005-267; s. 76, ch. 2006-1; s. 134, ch. 2007-5.

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.