Florida Statutes
Title XXXVI - Business Organizations

617.0126 - Appeal From Department of State’s Refusal to File Document. - (1) Appeal the refusal pursuant to s. 120.68; or (2)...

617.0127 - Evidentiary Effect of Copy of Filed Document. - History.—s. 10, ch. 90-179.

617.0128 - Certificate of Status. - (1) Anyone may apply to the Department of State to...

617.01301 - Powers of Department of State. - (1) The Department of State may propound to any corporation...

617.01401 - Definitions. - (1) “Articles of incorporation” includes original, amended, and restated articles...

617.0141 - Notice. - (1) Notice under this act must be in writing, unless...

617.02011 - Incorporators. - History.—s. 16, ch. 90-179.

617.0202 - Articles of Incorporation; Content. - (1) The articles of incorporation must set forth: (a) A...

617.0203 - Incorporation. - (1) Unless a delayed effective date is specified, the corporate...

617.0204 - Liability for Preincorporation Transactions. - History.—s. 19, ch. 90-179.

617.0205 - Organizational Meeting of Directors. - (1) After incorporation: (a) If initial directors are named in...

617.0206 - Bylaws. - History.—s. 21, ch. 90-179.

617.0207 - Emergency Bylaws. - (1) Unless the articles of incorporation provide otherwise, the board...

617.0301 - Purposes and Application. - History.—s. 23, ch. 90-179.

617.0302 - Corporate Powers. - (1) Have succession by its corporate name for the period...

617.0303 - Emergency Powers. - (1) In anticipation of or during any emergency defined in...

617.0304 - Ultra Vires. - (1) Except as provided in subsection (2), the validity of...

617.0401 - Corporate Name. - (1) A corporate name: (a) Must contain the word “corporation”...

617.0403 - Registered Name; Application; Renewal; Revocation. - (1) A foreign corporation may register its corporate name, or...

617.0501 - Registered Office and Registered Agent. - (1) Each corporation shall have and continuously maintain in this...

617.05015 - Reserved Name. - (1) A person may reserve the exclusive use of the...

617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent. - (1) A corporation may change its registered office or its...

617.0503 - Registered Agent; Duties; Confidentiality of Investigation Records. - (1)(a) Each corporation, foreign corporation, or alien business organization that...

617.0504 - Service of Process, Notice, or Demand on a Corporation. - 1(1) Process against any corporation may be served in accordance...

617.0505 - Distributions; Exceptions. - (1) A mutual benefit corporation, such as a private club...

617.0601 - Members, Generally. - (1)(a) A corporation may have one or more classes of...

617.0604 - Liability of Members. - (1) A member of a corporation is not, as such,...

617.0605 - Transfer of Membership Interests. - (1) A member of a corporation may not transfer a...

617.0606 - Resignation of Members. - (1) Except as may be provided in the articles of...

617.0607 - Termination, Expulsion, and Suspension. - (1) A member of a corporation may not be expelled...

617.0608 - Purchase of Memberships. - (1) A corporation may not purchase any of its memberships...

617.0701 - Meetings of Members, Generally; Failure to Hold Annual Meeting; Special Meeting; Consent to Corporate Actions Without Meetings; Waiver of Notice of Meetings. - (1) The frequency of all meetings of members, the time...

617.0721 - Voting by Members. - (1) Members are not entitled to vote except as conferred...

617.0725 - Quorum. - History.—s. 37, ch. 90-179; s. 23, ch. 2009-205; s. 10,...

617.07401 - Members’ Derivative Actions. - (1) A person may not commence a proceeding in the...

617.0801 - Duties of Board of Directors. - History.—s. 38, ch. 90-179; s. 25, ch. 2009-205.

617.0802 - Qualifications of Directors. - (1) Directors must be natural persons who are 18 years...

617.0803 - Number of Directors. - (1) A board of directors must consist of three or...

617.0806 - Staggered Terms for Directors. - History.—s. 41, ch. 90-179; s. 83, ch. 97-102; s. 27,...

617.0807 - Resignation of Directors. - (1) A director may resign at any time by delivering...

617.0808 - Removal of Directors. - (1) Subject to subsection (2), a director may be removed...

617.0809 - Board Vacancy. - (1) Except as provided in s. 617.0808(1)(f), any vacancy occurring...

617.08101 - Compensation of Directors. - History.—s. 45, ch. 90-179.

617.0820 - Meetings. - (1) The board of directors may hold regular or special...

617.0821 - Action by Directors Without a Meeting. - (1) Unless the articles of incorporation or the bylaws provide...

617.0822 - Notice of Meetings. - (1) Unless the articles of incorporation or the bylaws provide...

617.0823 - Waiver of Notice. - History.—s. 49, ch. 90-179.

617.0824 - Quorum and Voting. - (1) Unless the articles of incorporation or the bylaws require...

617.0825 - Board Committees and Advisory Committees. - (1) Unless the articles of incorporation or the bylaws otherwise...

617.0830 - General Standards for Directors. - (1) A director shall discharge his or her duties as...

617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents. - History.—s. 53, ch. 90-179; s. 1, ch. 94-165; s. 51,...

617.0832 - Director Conflicts of Interest. - (1) No contract or other transaction between a corporation and...

617.0833 - Loans to Directors or Officers. - History.—s. 56, ch. 90-179; s. 57, ch. 93-281; s. 32,...

617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability. - (1) An officer or director of a nonprofit organization recognized...

617.0835 - Prohibited Activities by Private Foundations. - (1) As used in this section, section references, unless otherwise...

617.0840 - Required Officers. - (1) A corporation shall have the officers described in its...

617.0841 - Duties of Officers. - History.—s. 59, ch. 90-179.

617.0842 - Resignation and Removal of Officers. - (1) An officer may resign at any time by delivering...

617.0843 - Contract Rights of Officers. - (1) The appointment of an officer does not itself create...

617.0901 - Reincorporation. - (1) Any corporation which has a charter approved by a...

617.1001 - Authority to Amend the Articles of Incorporation. - (1) A corporation may amend its articles of incorporation at...

617.1002 - Procedure for Amending Articles of Incorporation. - (1) Unless the articles of incorporation provide an alternative procedure,...

617.1006 - Contents of Articles of Amendment. - (1) The name of the corporation; (2) The text of...

617.1007 - Restated Articles of Incorporation. - (1) A corporation’s board of directors may restate its articles...

617.1008 - Amendment Pursuant to Reorganization. - (1) A corporation’s articles of incorporation may be amended without...

617.1009 - Effect of Amendment. - History.—s. 68, ch. 90-179.

617.1101 - Plan of Merger. - (1) Any two or more domestic corporations may merge into...

617.1102 - Limitation on Merger. - History.—s. 36, ch. 2009-205; s. 275, ch. 2019-90.

617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter. - (1) A plan of merger must be adopted in the...

617.1105 - Articles of Merger. - (1) The plan of merger; (2) If the members of...

617.1106 - Effect of Merger. - (1) Every other corporation party to the merger merges into...

617.1107 - Merger of Domestic and Foreign Corporations. - (1) One or more foreign corporations and one or more...

617.1108 - Merger of Domestic Corporation and Other Eligible Entities. - (1) Subject to s. 617.0302(16) and other applicable provisions of...

617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval. - (1) Unless the articles of incorporation or the bylaws otherwise...

617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval. - (1) If the corporation has members entitled to vote on...

617.1301 - Prohibited Distributions. - History.—s. 37, ch. 2009-205.

617.1302 - Authorized Distributions. - (1) A mutual benefit corporation may purchase its memberships pursuant...

617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs. - (1) At any time after the filing of the articles...

617.1402 - Dissolution of Corporation. - (1) If the corporation has members entitled to vote on...

617.1403 - Articles of Dissolution. - (1) At any time after dissolution is authorized, the corporation...

617.1404 - Revocation of Dissolution. - (1) A corporation may revoke its dissolution at any time...

617.1405 - Effect of Dissolution. - (1) A dissolved corporation continues its corporate existence but may...

617.1406 - Plan of Distribution of Assets. - (1) If the corporation has members entitled to vote on...

617.1407 - Unknown Claims Against Dissolved Corporation. - (1) A dissolved corporation or successor entity may execute one...

617.1408 - Known Claims Against Dissolved Corporation. - (1) A dissolved corporation or successor entity may dispose of...

617.1420 - Grounds for Administrative Dissolution. - (1) The Department of State may commence a proceeding under...

617.1421 - Procedure for and Effect of Administrative Dissolution. - (1) If the Department of State determines that one or...

617.1422 - Reinstatement Following Administrative Dissolution. - (1) A corporation administratively dissolved under s. 617.1421 may apply...

617.1423 - Appeal From Denial of Reinstatement. - (1) If the Department of State denies a corporation’s application...

617.1430 - Grounds for Judicial Dissolution. - (1)(a) In a proceeding by the Department of Legal Affairs...

617.1431 - Procedure for Judicial Dissolution. - (1) Venue for a proceeding brought under s. 617.1430 lies...

617.1432 - Receivership or Custodianship. - (1) A court in a judicial proceeding brought to dissolve...

617.1433 - Judgment of Dissolution. - (1) If after a hearing the court determines that one...

617.1440 - Deposit With Department of Financial Services. - History.—s. 90, ch. 90-179; s. 95, ch. 97-102; s. 749,...

617.1501 - Authority of Foreign Corporation to Conduct Affairs Required. - (1) A foreign corporation may not conduct its affairs in...

617.1502 - Consequences of Conducting Affairs Without Authority. - (1) A foreign corporation conducting its affairs in this state...

617.1503 - Application for Certificate of Authority. - (1) A foreign corporation may apply for a certificate of...

617.1504 - Amended Certificate of Authority. - (1) A foreign corporation authorized to conduct its affairs in...

617.1505 - Effect of Certificate of Authority. - (1) A certificate of authority authorizes the foreign corporation to...

617.1506 - Corporate Name of Foreign Corporation. - (1) A foreign corporation may not file an application for...

617.1507 - Registered Office and Registered Agent of Foreign Corporation. - (1) Each foreign corporation authorized to conduct its affairs in...

617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation. - (1) A foreign corporation authorized to conduct its affairs in...

617.1509 - Resignation of Registered Agent of Foreign Corporation. - (1) The registered agent of a foreign corporation may resign...

617.1510 - Service of Process, Notice, or Demand on a Foreign Corporation. - (1) The registered agent of a foreign corporation authorized to...

617.1520 - Withdrawal of Foreign Corporation. - (1) A foreign corporation authorized to conduct its affairs in...

617.1530 - Grounds for Revocation of Authority to Conduct Affairs. - (1) The foreign corporation has failed to file its annual...

617.1531 - Procedure for and Effect of Revocation. - (1) If the Department of State determines that one or...

617.1532 - Appeal From Revocation. - (1) If the Department of State revokes the authority of...

617.1533 - Reinstatement Following Revocation. - (1)(a) A foreign corporation whose certificate of authority has been...

617.1601 - Corporate Records. - (1) A corporation shall keep as records minutes of all...

617.1602 - Inspection of Records by Members. - (1) A member of a corporation is entitled to inspect...

617.1603 - Scope of Inspection Right. - (1) A member’s agent or attorney has the same inspection...

617.1604 - Court-Ordered Inspection. - (1) If a corporation does not, within a reasonable time,...

617.1605 - Financial Reports for Members. - History.—s. 73, ch. 93-281; s. 51, ch. 2009-205.

617.1606 - Access to Records. - History.—s. 4, ch. 2010-174.

617.1622 - Annual Report for Department of State. - (1) Each domestic and each foreign corporation authorized to conduct...

617.1623 - Corporate Information Available to the Public; Application to Corporations Incorporated by Circuit Courts and by Special Act of the Legislature. - (1)(a) Each corporation incorporated in this state shall maintain a...

617.1701 - Application to Existing Domestic Corporation. - History.—s. 108, ch. 90-179.

617.1702 - Application to Qualified Foreign Corporations. - History.—s. 110, ch. 90-179.

617.1703 - Application of Chapter. - (1)(a) This chapter is applicable to a corporation that is...

617.1711 - Application to Foreign and Interstate Commerce. - History.—s. 111, ch. 90-179.

617.1803 - Domestication of Foreign Not-for-Profit Corporations. - (1) As used in this section, the term “not-for-profit corporation”...

617.1805 - Corporations for Profit; When May Become Corporations Not for Profit. - History.—s. 123, ch. 90-179; s. 7, ch. 95-211.

617.1806 - Conversion to Corporation Not for Profit; Petition and Contents. - History.—s. 124, ch. 90-179; s. 54, ch. 2009-205.

617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge. - History.—s. 125, ch. 90-179; s. 103, ch. 97-102.

617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit. - History.—s. 126, ch. 90-179; s. 8, ch. 95-211.

617.1809 - Limited Agricultural Association; Conversion to a Domestic Corporation Not for Profit. - (1) As used in this section, the term “limited agricultural...

617.1904 - Estoppel. - History.—s. 113, ch. 90-179; s. 104, ch. 97-102.

617.1907 - Effect of Repeal or Amendment of Prior Acts. - (1) Except as provided in subsection (2), the repeal or...

617.1908 - Applicability of Florida Business Corporation Act. - History.—s. 115, ch. 90-179; s. 76, ch. 93-281; s. 2,...

617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations. - (1) Corporations may be organized and incorporated under this act...

617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements. - (1) At least 25 percent of its physicians must have...

617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use. - History.—s. 118, ch. 90-179; s. 105, ch. 97-102.

617.2004 - Extinct Churches and Religious Societies; Property. - History.—s. 119, ch. 90-179.

617.2005 - Extinct Churches and Religious Societies; Dissolution. - History.—s. 120, ch. 90-179.

617.2006 - Incorporation of Labor Unions or Bodies. - (1) In addition to the requirements of ss. 617.02011 and...

617.2007 - Sponge Packing and Marketing Corporations. - History.—s. 122, ch. 90-179.

617.2101 - Corporation Authorized to Act as Trustee. - History.—s. 127, ch. 90-179.

617.2102 - Fines and Penalties Against Members. - History.—s. 77, ch. 93-281.

617.2104 - Florida Uniform Prudent Management of Institutional Funds Act. - (1) SHORT TITLE.—This section may be cited as the “Florida...

617.2105 - Corporation Issued a Deed to Real Property. - History.—s. 2, ch. 2011-170.

617.221 - Membership Associations. - (1) As used in this section, the term “membership association”...

Chapter 618 - Agricultural Cooperative Marketing Associations

618.01 - Definitions. - (1) “Agricultural products” shall include aquacultural, horticultural, viticultural, forestry, aquatic,...

618.02 - Who May Organize Association. - History.—s. 3, ch. 9300, 1923; CGL 6468; s. 3, ch....

618.03 - Preliminary Investigation. - History.—s. 5, ch. 9300, 1923; CGL 6470; s. 5, ch....

618.04 - Articles of Incorporation; Fees. - (1) The name of the association, which may or may...

618.05 - Amendment of Articles of Incorporation. - History.—s. 9, ch. 9300, 1923; CGL 6474; s. 9, ch....

618.06 - Purposes of Incorporation. - History.—s. 4, ch. 9300, 1923; CGL 6469; s. 4, ch....

618.07 - Powers of Corporations. - (1) To engage in any activity in connection with the...

618.08 - Corporations May Mortgage Farm Supplies. - History.—ss. 1, 2, ch. 17111, 1935; CGL 1936 Supp. 6471(1);...

618.09 - Bylaws. - (1) The time, place, and manner of calling and conducting...

618.10 - Membership of Corporation. - (1) Under the terms and conditions prescribed in the bylaws...

618.11 - How Meetings Called. - History.—s. 11, ch. 9300, 1923; CGL 6476; s. 11, ch....

618.12 - Directors; Election. - (1) The affairs of the association shall be managed by...

618.13 - Officers; Election. - History.—s. 13, ch. 9300, 1923; CGL 6478; s. 13, ch....

618.14 - Removal of Officers and Directors. - (1) Any member may bring charges against an officer or...

618.15 - Capital Stock and Membership. - (1) When a member of an association organized without capital...

618.16 - Referendum Upon Certain Motions. - History.—s. 16, ch. 9300, 1923; CGL 6481; s. 16, ch....

618.17 - Marketing Contracts. - History.—s. 17, ch. 9300, 1923; CGL 6482(1); s. 17, ch....

618.18 - Remedies for Breach of Marketing Contract. - (1) The bylaws and the marketing contract may fix, as...

618.19 - Contracts and Agreements With Other Like Associations. - History.—s. 22, ch. 9300, 1923; CGL 6487; s. 22, ch....

618.20 - Purchase of Interest in Like Corporations. - (1) An association may organize, form, operate, own, control, have...

618.21 - Corporations Not in Restraint of Trade. - History.—s. 24, ch. 9300, 1923; CGL 6489; s. 24, ch....

618.22 - Adoption of Provisions of This Chapter by Prior Corporations. - History.—s. 23, ch. 9300, 1923; CGL 6488; s. 23, ch....

618.221 - Conversion Into a Corporation for Profit. - History.—s. 2, ch. 29813, 1955; s. 8, ch. 79-9; s....

618.23 - Quo Warranto to Test Validity of Corporation. - History.—s. 26, ch. 14675, 1931; CGL 1936 Supp. 6489(2); ss....

618.24 - Application of General Corporation Laws. - History.—s. 26, ch. 9300, 1923; CGL 6491; s. 29, ch....

618.25 - Dissolution. - (1) Any association incorporated under or adopting the provisions of...

618.26 - Conditions Under Which Foreign Similar Corporation May Do Business in This State. - History.—s. 25, ch. 14675, 1931; CGL 1936 Supp. 6489(1); ss....

618.27 - Use of Term “cooperative.” - (1) No person doing business in this state, shall be...

618.28 - This Chapter Not to Affect Certain Laws. - History.—s. 29, ch. 9300, 1923; CGL 6494; s. 30, ch....

Chapter 619 - Nonprofit Cooperative Associations

619.01 - Nonprofit Cooperative Associations; Powers. - History.—s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch....

619.02 - Associations Not in Restraint of Trade. - History.—s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch....

619.03 - Prohibitions; Membership; Assignment. - History.—s. 2, ch. 5958, 1909; RGS 4511; CGL 6510.

619.04 - Articles of Incorporation. - (1) The name of the association. (2) The purpose for...

619.05 - Amendment of Articles of Incorporation. - (1) Any nonprofit cooperative association heretofore or hereafter organized may...

619.06 - Bylaws. - (1) The manner of removal of any one or more...

619.07 - Special Powers; Marketing Contracts; Voluntary Dissolution. - (1) To appoint such agents and officers as its business...

619.08 - May Own Stock in Certain Corporations. - History.—s. 1, ch. 7383, 1917; RGS 4515; CGL 6514; s....

619.09 - Quo Warranto to Test Validity of Incorporation. - History.—s. 8, ch. 5958, 1909; RGS 4516; CGL 6515; ss....

Chapter 620 - Partnership Laws

Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)

620.1101 - Popular name. - History.—s. 17, ch. 2005-267.

620.1102 - Definitions. - (1) “Act” means the Florida Revised Uniform Limited Partnership Act...

620.1103 - Knowledge and notice. - (1) A person knows a fact if the person has...

620.1104 - Nature, purpose, and duration of entity. - (1) A limited partnership is an entity distinct from its...

620.1105 - Powers. - History.—s. 17, ch. 2005-267.

620.1106 - Governing law. - History.—s. 17, ch. 2005-267.

620.1107 - Supplemental principles of law; rate of interest. - (1) Unless displaced by particular provisions of this act, the...

620.1108 - Name. - (1) The name of a limited partnership may contain the...

620.11085 - Reserved name. - (1) A person may reserve the exclusive use of the...

620.1109 - Department of State; fees. - (1) For furnishing a certified copy, $52.50 for the first...

620.1110 - Effect of partnership agreement; nonwaivable provisions. - (1) Except as otherwise provided in subsection (2), the partnership...

620.1111 - Required information. - (1) A current list showing the full name and last...

620.1112 - Business transactions of partner with partnership. - History.—s. 17, ch. 2005-267.

620.1113 - Dual capacity. - History.—s. 17, ch. 2005-267.

620.1114 - Designated office, registered office, and registered agent. - (1) A limited partnership shall designate and continuously maintain in...

620.1115 - Change of registered agent or registered office. - (1) In order to change its registered agent or registered...

620.1116 - Resignation of registered agent. - (1) In order to resign as registered agent of a...

620.1117 - Service of process. - (1) A registered agent appointed by a limited partnership or...

620.1118 - Consent and proxies of partners. - History.—s. 17, ch. 2005-267.

620.1201 - Formation of limited partnership; certificate of limited partnership. - (1) In order for a limited partnership to be formed,...

620.1202 - Amendment or restatement of certificate. - (1) In order to amend or restate its certificate of...

620.1203 - Certificate of dissolution; statement of termination. - (1) A certificate of dissolution shall be filed with the...

620.1204 - Signing of records. - (1) Each record delivered to the Department of State for...

620.1205 - Signing and filing pursuant to judicial order. - (1) If a person required by this act to sign...

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....

Chapter 621 - Professional Service Corporations and Limited Liability Companies

621.01 - Legislative Intent. - History.—s. 1, ch. 61-64; s. 1, ch. 93-110; s. 74,...

621.02 - Short Title. - History.—s. 2, ch. 61-64; s. 2, ch. 93-110; s. 75,...

621.03 - Definitions. - (1) The term “professional service” means any type of personal...

621.04 - Exemptions. - History.—s. 4, ch. 61-64; s. 4, ch. 93-110; s. 77,...

621.05 - Corporation Organization. - History.—s. 5, ch. 61-64; s. 10, ch. 79-9; s. 5,...

621.051 - Limited Liability Company Organization. - History.—s. 6, ch. 93-110; s. 79, ch. 93-284; ss. 22,...

621.06 - Rendition of Professional Services, Limitations. - History.—s. 6, ch. 61-64; s. 1, ch. 67-590; s. 7,...

621.07 - Liability of Officers, Agents, Employees, Shareholders, Members, and Corporation or Limited Liability Company. - History.—s. 7, ch. 61-64; s. 2, ch. 67-590; s. 11,...

621.08 - Limitation on Corporation’s or Limited Liability Company’s Business Transactions; Investment of Funds. - History.—s. 8, ch. 61-64; s. 9, ch. 93-110; s. 82,...

621.09 - Limitation on Issuance and Transfer of Ownership. - (1) No corporation organized under the provisions of this act...

621.10 - Disqualification of Member, Shareholder, Officer, Agent, or Employee; Administrative Dissolution. - History.—s. 10, ch. 61-64; ss. 10, 11, 35, ch. 69-106;...

621.11 - Alienation of Shares and Ownership Interests; Restrictions. - (1) No shareholder of a corporation organized under this act...

621.12 - Identification With Individual Shareholders or Individual Members. - (1) The name of a corporation or limited liability company...

621.13 - Applicability of Chapters 605 and 607. - (1) Chapter 607 is applicable to a corporation organized pursuant...

621.14 - Construction of Law. - History.—s. 15, ch. 61-64; s. 15, ch. 93-110; s. 88,...

Chapter 622 - Foreign Unincorporated Associations

622.01 - Qualification Permissive. - History.—s. 1, ch. 23897, 1947.

622.02 - Definitions. - (1) The term “foreign association” as used in this chapter...

622.03 - Qualification. - History.—s. 3, ch. 23897, 1947.

622.04 - Process. - History.—s. 4, ch. 23897, 1947; s. 11, ch. 25035, 1949.

622.05 - Annual Reports. - History.—s. 5, ch. 23897, 1947.

622.06 - Name. - History.—s. 6, ch. 23897, 1947.

622.07 - Powers. - History.—s. 7, ch. 23897, 1947; ss. 10, 35, ch. 69-106.

Chapter 623 - Private School Corporations

623.01 - Short Title. - History.—s. 1, ch. 59-113; s. 421, ch. 81-259.

623.02 - Private School Corporation; Charter. - (1) The name of the corporation which name shall include...

623.03 - Charter; Submission to and Approval by Circuit Court; Recordation. - (1) The proposed charter shall be acknowledged by one of...

623.04 - Charter; Amendment. - History.—s. 4, ch. 59-113; s. 173, ch. 97-102.

623.05 - Evidence in Court Proceedings. - History.—s. 5, ch. 59-113.

623.06 - Dissolution of Corporation. - History.—s. 6, ch. 59-113; s. 174, ch. 97-102.

623.07 - Consolidation or Merger of Corporations. - (1) Any two or more corporations existing under the provisions...

623.08 - Operation of Separate Schools in Same County. - History.—s. 8, ch. 59-113.

623.09 - Taxation Exemption. - History.—s. 9, ch. 59-113.

623.10 - Powers and Duties. - (1) To purchase, own, lease, hold, sell, convey, assign, transfer,...

623.11 - Corporation Membership. - History.—s. 11, ch. 59-113.

623.12 - Board of Directors. - (1) The control of such corporation shall be vested in...

623.13 - Administration, Supervision, and Operation by Private Persons or Entities. - History.—s. 13, ch. 59-113; s. 2, ch. 98-306.

623.14 - Construction. - History.—s. 15, ch. 59-113.

«
1
2
»