Florida Statutes
Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)
620.9104 - Activities not constituting transacting business.


(1) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include, but are not limited to:
(a) Maintaining, defending, or 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 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 through employees or 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 foreclosing 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 like nature.
(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) For purposes of this act, 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.
(3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
History.—s. 29, ch. 99-285; s. 23, ch. 2005-267.

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.