Florida Statutes
Title XXXVI - Business Organizations
Chapter 620 - Partnership Laws

620.1206 - Delivery to and filing of records by Department of State; effective time and date; notice. - (1) A record authorized or required to be delivered to...

620.1207 - Correcting filed record. - (1) A limited partnership or foreign limited partnership may deliver...

620.1208 - Liability for false information in filed record. - (1) If a record delivered to the Department of State...

620.1209 - Certificate of status. - (1) The Department of State, upon request and payment of...

620.1210 - Annual report for Department of State. - (1) A limited partnership or a foreign limited partnership authorized...

620.1301 - Becoming limited partner. - (1) As provided in the partnership agreement; (2) As the...

620.1302 - No right or power as limited partner to bind limited partnership; certain approval rights. - (1) A limited partner does not have the right or...

620.1303 - No liability as limited partner for limited partnership obligations. - History.—s. 17, ch. 2005-267.

620.1304 - Right of limited partner and former limited partner to information. - (1) Upon 10 days’ demand, made in a record received...

620.1305 - Limited duties of limited partners. - (1) A limited partner does not have any fiduciary duty...

620.1306 - Person erroneously believing self to be limited partner. - (1) Except as otherwise provided in subsection (2), a person...

620.1401 - Becoming general partner. - (1) As provided in the partnership agreement; (2) Under s....

620.1402 - General partner agent of limited partnership. - (1) Each general partner is an agent of the limited...

620.1403 - Limited partnership liable for general partner’s actionable conduct. - (1) A limited partnership is liable for loss or injury...

620.1404 - General partner’s liability. - (1) Except as otherwise provided in subsections (2) and (3),...

620.1405 - Actions by and against partnership and partners. - (1) To the extent not inconsistent with s. 620.1404, a...

620.1406 - Management rights of general partner; approval rights of other partners. - (1) Each general partner has equal rights in the management...

620.1407 - Right of general partner and former general partner to information. - (1) A general partner, without having any particular purpose for...

620.1408 - General standards of conduct for general partner. - (1) The only fiduciary duties that a general partner has...

620.1501 - Form of contribution. - History.—s. 17, ch. 2005-267.

620.1502 - Liability for contribution. - (1) A partner’s obligation to contribute money or other property...

620.1503 - Sharing of profits, losses, and distributions. - (1) Profits and losses of a limited partnership shall be...

620.1504 - Interim distributions. - History.—s. 17, ch. 2005-267.

620.1505 - No distribution on account of dissociation. - History.—s. 17, ch. 2005-267.

620.1506 - Distribution in kind. - History.—s. 17, ch. 2005-267.

620.1507 - Right to distribution. - History.—s. 17, ch. 2005-267.

620.1508 - Limitations on distribution. - (1) A limited partnership may not make a distribution in...

620.1509 - Liability for improper distributions. - (1) A general partner that consents to a distribution made...

620.1601 - Dissociation as limited partner. - (1) A person does not have a right to dissociate...

620.1602 - Effect of dissociation as limited partner. - (1) Upon a person’s dissociation as a limited partner: (a)...

620.1603 - Dissociation as general partner. - (1) The limited partnership’s having notice of the person’s express...

620.1604 - Person’s power to dissociate as general partner; wrongful dissociation. - (1) A person has the power to dissociate as a...

620.1605 - Effect of dissociation as general partner. - (1) Upon a person’s dissociation as a general partner: (a)...

620.1606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. - (1) After a person is dissociated as a general partner...

620.1607 - Liability to other persons of person dissociated as general partner. - (1) A person’s dissociation as a general partner does not...

620.1701 - Partner’s transferable interest; certificates. - (1) The only interest of a partner which is transferable...

620.1702 - Transfer of partner’s transferable interest. - (1) A transfer, in whole or in part, of a...

620.1703 - Rights of creditor of partner or transferee. - (1) On application to a court of competent jurisdiction by...

620.1704 - Power of estate of deceased partner. - History.—s. 17, ch. 2005-267.

620.1801 - Nonjudicial dissolution. - (1) Except as otherwise provided in s. 620.1802, a limited...

620.1802 - Judicial dissolution. - History.—s. 17, ch. 2005-267.

620.1803 - Winding up. - (1) A limited partnership continues after dissolution only for the...

620.1804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution. - (1) A limited partnership is bound by a general partner’s...

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. - (1) If a general partner having knowledge of the dissolution...

620.1806 - Known claims against dissolved limited partnership. - (1) A dissolved limited partnership or successor entity, as defined...

620.1807 - Unknown claims against dissolved limited partnership. - (1) In addition to filing the certificate of dissolution under...

620.1808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred. - History.—s. 17, ch. 2005-267.

620.1809 - Administrative dissolution. - (1) The Department of State may dissolve a limited partnership...

620.1810 - Reinstatement following administrative dissolution. - (1) A limited partnership that has been administratively dissolved under...

620.1811 - Appeal from denial of reinstatement. - (1) If the Department of State denies a limited partnership’s...

620.1812 - Revocation of dissolution. - (1) A limited partnership that has dissolved as the result...

620.1813 - Disposition of assets; when contributions required. - (1) In winding up a limited partnership’s activities, the assets...

620.1901 - Governing law regarding foreign limited partnerships. - (1) The laws of the state or other jurisdiction under...

620.1902 - Application for certificate of authority. - (1) A foreign limited partnership shall apply for a certificate...

620.1903 - Activities not constituting transacting business. - (1) Activities of a foreign limited partnership which do not...

620.1904 - Filing of certificate of authority. - History.—s. 17, ch. 2005-267.

620.1905 - Noncomplying name of foreign limited partnership. - (1) A foreign limited partnership whose name does not comply...

620.1906 - Revocation of certificate of authority. - (1) A certificate of authority of a foreign limited partnership...

620.1907 - Cancellation of certificate of authority; effect of failure to have certificate. - (1) In order to cancel its certificate of authority to...

620.1908 - Action by Attorney General. - History.—s. 17, ch. 2005-267.

620.1909 - Reinstatement following administrative revocation. - (1) A foreign limited partnership whose certificate of authority was...

620.1910 - Amending certificate of authority. - (1) A foreign limited partnership authorized to transact business in...

620.2001 - Direct action by partner. - (1) Subject to subsection (2), a partner may maintain a...

620.2002 - Derivative action. - (1) The partner first makes a demand on the general...

620.2003 - Proper plaintiff. - (1) Was a partner when the conduct giving rise to...

620.2004 - Pleading. - (1) The date and content of plaintiff’s demand and the...

620.2005 - Proceeds and expenses. - (1) Except as otherwise provided in subsection (2): (a) Any...

620.2101 - Definitions. - (1) “Constituent limited partnership” means a constituent organization that is...

620.2102 - Conversion. - (1) An organization other than a limited partnership may convert...

620.2103 - Action on plan of conversion by converting limited partnership. - (1) A plan of conversion must be consented to by...

620.2104 - Filings required for conversion; effective date. - (1) After a plan of conversion is approved: (a) A...

620.2105 - Effect of conversion. - (1) An organization that has been converted pursuant to this...

620.2106 - Merger. - (1) A limited partnership may merge with one or more...

620.2107 - Action on plan of merger by constituent limited partnership. - (1) A plan of merger must be consented to by...

620.2108 - Filings required for merger; effective date. - (1) After each constituent organization has approved a merger, a...

620.2109 - Effect of merger. - (1) When a merger becomes effective: (a) The surviving organization...

620.2110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. - (1) If a partner of a converting or constituent limited...

620.2111 - Liability of general partner after conversion or merger. - (1) A conversion or merger under this act does not...

620.2112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. - (1) An act of a person that immediately before a...

620.2113 - Appraisal rights; definitions. - (1) “Affiliate” means a person that directly or indirectly through...

620.2114 - Right of limited partners to appraisal. - (1) A limited partner of a limited partnership governed by...

620.2115 - Assertion of rights by nominees and beneficial owners. - (1) A record limited partner may assert appraisal rights as...

620.2116 - Notice of appraisal rights. - (1) If a proposed appraisal event is to be submitted...

620.2117 - Notice of intent to demand payment. - (1) If a proposed appraisal event is submitted to a...

620.2118 - Appraisal notice and form. - (1) If the proposed appraisal event becomes effective, the limited...

620.2119 - Perfection of rights; right to withdraw. - (1) A limited partner who wishes to exercise appraisal rights...

620.2120 - Limited partner’s acceptance of limited partnership’s offer. - (1) If the limited partner states on the form provided...

620.2121 - Procedure if limited partner is dissatisfied with offer. - (1) A limited partner who is dissatisfied with the limited...

620.2122 - Court action. - (1) If a limited partner makes demand for payment under...

620.2123 - Court costs and counsel fees. - (1) The court in an appraisal proceeding shall determine all...

620.2124 - Limitation on limited partnership payment. - (1) No payment shall be made to a limited partner...

620.2125 - Application of other laws to provisions governing conversions and mergers. - (1) The provisions of ss. 620.2101-620.2124 do not preclude an...

620.2201 - Uniformity of application and construction. - History.—s. 17, ch. 2005-267.

620.2202 - Severability clause. - History.—s. 17, ch. 2005-267.

620.2203 - Relation to Electronic Signatures in Global and National Commerce Act. - History.—s. 17, ch. 2005-267.

620.2204 - Application to existing relationships. - (1) Before January 1, 2007, this act governs only: (a)...

620.2205 - Savings clause. - History.—s. 17, ch. 2005-267.

Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)

620.81001 - Uniformity of application and construction. - History.—s. 13, ch. 95-242.

620.81002 - Short title. - History.—s. 13, ch. 95-242.

620.8101 - Definitions. - (1) “Act” means the Revised Uniform Partnership Act of 1995,...

620.8102 - Knowledge and notice. - (1) A person knows a fact if the person has...

620.8103 - Effect of partnership agreement; nonwaivable provisions. - (1) Except as otherwise provided in subsection (2), relations among...

620.8104 - Supplemental principles of law. - (1) Unless displaced by particular provisions of this act, the...

620.8105 - Execution, filing, and recording of partnership registration and other statements. - (1) A partnership may file a partnership registration statement with...

620.81054 - Correcting a filed record. - (1) A partnership or limited liability partnership may correct a...

620.81055 - Fees for filing documents and issuing certificates; powers of the Department of State. - (1) The Department of State shall collect the following fees...

620.8106 - Governing law. - (1) Except as otherwise provided in subsection (2), the law...

620.8107 - Partnership subject to amendment or repeal of act. - History.—s. 13, ch. 95-242.

620.8201 - Partnership as entity. - (1) A partnership is an entity distinct from its partners....

620.8202 - Formation of partnership. - (1) Except as otherwise provided in subsection (2), the association...

620.8203 - Partnership property. - History.—s. 13, ch. 95-242.

620.8204 - When property is partnership property. - (1) Property is partnership property if acquired in the name...

620.8301 - Partner agent of partnership. - (1) Each partner is an agent of the partnership for...

620.8302 - Transfer of partnership property. - (1) Partnership property may be transferred as follows: (a) Subject...

620.8303 - Statement of partnership authority. - (1) A partnership may file a statement of partnership authority,...

620.8304 - Statement of denial. - (1) A partner or other person named as a partner...

620.8305 - Partnership liable for partner’s actionable conduct. - (1) A partnership is liable for loss or injury caused...

620.8306 - Partner’s liability. - (1) Except as otherwise provided in subsections (2) and (3),...

620.8307 - Actions by and against partnership and partners. - (1) A partnership may sue and be sued in the...

620.8308 - Liability of purported partner. - (1) If a person, by words or conduct, purports to...

620.8401 - Partner’s rights and duties. - (1) Each partner is deemed to have an account which...

620.8402 - Distributions in kind. - History.—s. 13, ch. 95-242.

620.8403 - Partner’s rights and duties with respect to information. - (1) A partnership shall keep its books and records, if...

620.8404 - General standards of partner’s conduct. - (1) The only fiduciary duties a partner owes to the...

620.8405 - Actions by partnership and partners. - (1) A partnership may maintain an action against a partner...

620.8406 - Continuation of partnership beyond definite term or particular undertaking. - (1) If a partnership for a definite term or particular...

620.8501 - Partner not co-owner of partnership property. - History.—s. 13, ch. 95-242.

620.8502 - Partner’s transferable interest in partnership. - History.—s. 13, ch. 95-242.

620.8503 - Transfer of partner’s transferable interest. - (1) A transfer, in whole or in part, of a...

620.8504 - Partner’s transferable interest subject to charging order. - (1) Upon application by a judgment creditor of a partner...

620.8601 - Events causing partner’s dissociation. - (1) The partnership having notice of the partner’s express will...

620.8602 - Partner’s power to dissociate; wrongful dissociation. - (1) A partner has the power to dissociate at any...

620.8603 - Effect of partner’s dissociation. - (1) If a partner’s dissociation results in a dissolution and...

620.8701 - Purchase of dissociated partner’s interest. - (1) If a partner is dissociated from a partnership without...

620.8702 - Dissociated partner’s power to bind and liability to partnership. - (1) For 1 year after a partner dissociates without resulting...

620.8703 - Dissociated partner’s liability to other persons. - (1) A partner’s dissociation does not, by itself, discharge the...

620.8704 - Statement of dissociation. - (1) A dissociated partner or the partnership may file a...

620.8705 - Continued use of partnership name. - History.—s. 13, ch. 95-242.

620.8801 - Events causing dissolution and winding up of partnership business. - (1) In a partnership at will, the partnership’s having notice...

620.8802 - Partnership continues after dissolution. - (1) Subject to subsection (2), a partnership continues after dissolution...

620.8803 - Right to wind up partnership business. - (1) After dissolution, a partner who has not wrongfully dissociated...

620.8804 - Partner’s power to bind partnership after dissolution. - (1) Is appropriate for winding up the partnership business; or...

620.8805 - Statement of dissolution. - (1) After dissolution, a partner who has not wrongfully dissociated...

620.8806 - Partner’s liability to other partners after dissolution. - (1) Except as otherwise provided in subsection (2) and s....

620.8807 - Settlement of accounts and contributions among partners. - (1) In winding up a partnership’s business, the assets of...

620.8911 - Definitions. - (1) “Constituent partnership” means a constituent organization that is a...

620.8912 - Conversion. - (1) An organization other than a partnership may convert to...

620.8913 - Action on plan of conversion by converting partnership. - (1) A plan of conversion must be consented to by...

620.8914 - Filings required for conversion; effective date. - (1) After a plan of conversion is approved: (a) A...

620.8915 - Effect of conversion. - (1) An organization that has been converted pursuant to this...

620.8916 - Merger. - (1) A partnership may merge with one or more other...

620.8917 - Action on plan of merger by constituent partnership. - (1) A plan of merger must be consented to by...

620.8918 - Filings required for merger; effective date. - (1) After each constituent organization has approved a merger, a...

620.8919 - Effect of merger. - (1) When a merger becomes effective: (a) The surviving organization...

620.8920 - Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status. - (1) If a partner of a converting or constituent partnership...

620.8921 - Liability of a partner after conversion or merger. - (1) A conversion or merger under this act does not...

620.8922 - Power of partners and persons dissociated as partners to bind organization after conversion or merger. - (1) An act of a person who immediately before a...

620.8923 - Application of other laws to provisions governing conversions and mergers. - (1) The provisions of ss. 620.8911-620.8922 do not preclude an...

620.9001 - Statement of qualification. - (1) A partnership may become a limited liability partnership pursuant...

620.9002 - Name. - History.—s. 24, ch. 99-285.

620.9003 - Annual report. - (1) A limited liability partnership, and a foreign limited liability...

620.9101 - Law governing foreign limited liability partnership. - (1) The law under which a foreign limited liability partnership...

620.9102 - Statement of foreign qualification. - (1) Before transacting business in this state, a foreign limited...

620.9103 - Effect of failure to qualify. - (1) A foreign limited liability partnership transacting business in this...

620.9104 - Activities not constituting transacting business. - (1) Activities of a foreign limited liability partnership which do...

620.9105 - Action by Attorney General. - History.—s. 30, ch. 99-285.

620.9901 - Applicability. - History.—s. 14, ch. 95-242; s. 34, ch. 99-285; s. 43,...

620.9902 - Saving clause. - History.—s. 15, ch. 95-242; s. 35, ch. 99-285. Note.—Former s....

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Florida Statutes Title XXXVI - Business Organizations Chapter 620 - Partnership Laws

Florida Statutes
Title XXXVI - Business Organizations
Chapter 620 - Partnership Laws