Florida Statutes
Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)
620.9001 - Statement of qualification.


(1) A partnership may become a limited liability partnership pursuant to this section.
(2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
(3) After the approval required by subsection (2), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(a) The name of the partnership as identified in the records of the Department of State;
(b) The street address of the partnership’s chief executive office and, if different, the street address of its principal office in this state, if there is one;
(c) The name and street address of the partnership’s agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state;
(d) A statement that the partnership elects to be a limited liability partnership; and
(e) A deferred effective date, if any.

(4) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.
(5) The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3).
(6) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(7) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
History.—s. 23, ch. 99-285.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 620 - Partnership Laws

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.

620.81054 - Correcting a filed record.

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 co-owner 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.