reglab/housing_qa huggingface dataset:
FL Stat § 620.1907 (2021)
2021 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)|620.1907 - Cancellation of certificate of authority; effect of failure to have certificate.

620.1907 Cancellation of certificate of authority; effect of failure to have certificate.—(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under s. 620.1206. The notice of cancellation shall be signed by at least one general partner and set forth the following:(a) The name of the foreign limited partnership as it appears on the records of the Department of State.(b) The jurisdiction of its formation.(c) The date the foreign limited partnership was authorized to transact business in this state.(d) A statement that the foreign limited partnership is canceling its certificate of authority in this state.(2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state until the foreign limited partnership has a certificate of authority to transact business in this state.(3) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.(4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.(5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, the foreign limited partnership shall appoint the Department of State as its agent for service of process for rights of action arising out of the transaction of business in this state.History.—s. 17, ch. 2005-267.
FL Stat § 620.1908 (2021)
2021 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)|620.1908 - Action by Attorney General.

620.1908 Action by Attorney General.—The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this act.History.—s. 17, ch. 2005-267.
FL Stat § 620.1909 (2021)
2021 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)|620.1909 - Reinstatement following administrative revocation.

620.1909 Reinstatement following administrative revocation.—(1) A foreign limited partnership whose certificate of authority was administratively revoked under s. 620.1906 may apply to the Department of State for reinstatement at any time after the effective date of revocation of the certificate of authority. The foreign limited partnership must submit a form of reinstatement prescribed and furnished by the Department of State together with all fees then owed by the foreign limited partnership, computed at a rate provided by law at the time the foreign limited partnership applies for reinstatement.(2) As an alternative to submitting the form of reinstatement referred to in subsection (1), the foreign limited partnership may submit a current annual report, signed by its registered agent and a general partner, which contains the same information described in subsection (1).(3) If the Department of State determines that the application for reinstatement or the current annual report described in subsection (2) contains the information required by subsection (1) and that the information is correct, it shall reinstate the foreign limited partnership’s certificate of authority.(4) When the reinstatement becomes effective, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation, and the foreign limited partnership may resume its activities as if the administrative revocation had never occurred.History.—s. 17, ch. 2005-267.
FL Stat § 620.1910 (2021)
2021 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)|620.1910 - Amending certificate of authority.

620.1910 Amending certificate of authority.—(1) A foreign limited partnership authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of authority to:(a) Change its name on the records of the Department of State;(b) Amend its jurisdiction;(c) Change its general partners;(d) Add or delete its status as a limited liability limited partnership; or(e) Amend any false statement contained in its application for certificate of authority.(2) Such application shall be made within 30 days after the occurrence of any change mentioned in subsection (1), must be signed by at least one general partner, and shall set forth:(a) The name of the foreign limited partnership as it appears on the records of the Department of State.(b) The jurisdiction of its formation.(c) The date the foreign limited partnership was authorized to transact business in this state.(d) If the name of the foreign limited partnership has been changed, the name relinquished and its new name.(e) If the amendment changes the jurisdiction of the foreign limited partnership, a statement of such change.(f) If the amendment changes the general partners, the name and address of each new general partner. Each general partner that is not an individual must be registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.(g) If the foreign limited partnership corrects a false statement, the statement it is correcting and a statement containing the corrected information.(3) The requirements of s. 620.1902(2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.History.—s. 17, ch. 2005-267.
FL Stat § 620.2001 (2021)
2021 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)|620.2001 - Direct action by partner.

620.2001 Direct action by partner.—(1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this act or arising independently of the partnership relationship.(2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.History.—s. 17, ch. 2005-267.
FL Stat § 620.2002 (2021)
2021 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)|620.2002 - Derivative action.

620.2002 Derivative action.—A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) The partner first makes a demand on the general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or(2) A demand would be futile.History.—s. 17, ch. 2005-267.
FL Stat § 620.2003 (2021)
2021 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)|620.2003 - Proper plaintiff.

620.2003 Proper plaintiff.—A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) Was a partner when the conduct giving rise to the action occurred; or(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.History.—s. 17, ch. 2005-267.
FL Stat § 620.2004 (2021)
2021 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)|620.2004 - Pleading.

620.2004 Pleading.—In a derivative action, the complaint must state with particularity:(1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or(2) Why demand should be excused as futile.History.—s. 17, ch. 2005-267.
FL Stat § 620.2005 (2021)
2021 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)|620.2005 - Proceeds and expenses.

620.2005 Proceeds and expenses.—(1) Except as otherwise provided in subsection (2):(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff.(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit such proceeds to the limited partnership.(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the limited partnership.History.—s. 17, ch. 2005-267.
FL Stat § 620.2102 (2021)
2021 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)|620.2102 - Conversion.

620.2102 Conversion.—(1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization, other than an organization which is also a domestic limited partnership governed by this act, pursuant to this section and ss. 620.2103-620.2105 and a plan of conversion, if:(a) The other organization’s governing law authorizes the conversion.(b) The conversion is permitted by the law of the jurisdiction that enacted the governing law.(c) The other organization complies with its governing law in effecting the conversion.(2) A plan of conversion must be in a record and must include:(a) The name and form of the organization before conversion.(b) The name and form of the organization after conversion.(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.(d) The organizational documents of the converted organization.History.—s. 17, ch. 2005-267.
FL Stat § 620.2103 (2021)
2021 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)|620.2103 - Action on plan of conversion by converting limited partnership.

620.2103 Action on plan of conversion by converting limited partnership.—(1) A plan of conversion must be consented to by all of the general partners of a converting limited partnership. Subject to s. 620.2110, the plan of conversion must also be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners at the time the consent is effective, provided, if there is more than one class or group of limited partners, the plan of conversion must be consented to by those limited partners in each class or group which owns a majority of the rights to receive distributions as limited partners in that class or group at the time the consent is effective. The consents required by this subsection must be in, or evidenced by, a record.(2) Subject to s. 620.2110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under s. 620.2104, a converting limited partnership may amend the plan or abandon the planned conversion:(a) As provided in the plan.(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.History.—s. 17, ch. 2005-267.
FL Stat § 620.2104 (2021)
2021 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)|620.2104 - Filings required for conversion; effective date.

620.2104 Filings required for conversion; effective date.—(1) After a plan of conversion is approved:(a) A converting limited partnership shall deliver to the Department of State for filing a certificate of conversion, signed by each general partner listed in the certificate of limited partnership, and must include:1. A statement that the limited partnership has been converted into another organization.2. The name and form of the organization and the jurisdiction of its governing law.3. The date the conversion is effective under the governing law of the converted organization.4. A statement that the conversion was approved as required by this act.5. A statement that the conversion was approved as required by the governing law of the converted organization.6. If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2105(3).(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the Department of State for filing:1. A certificate of limited partnership containing the information required by s. 620.1201, signed by each general partner as required by s. 620.1204(1)(a).2. A certificate of conversion, signed by each general partner listed in the certificate of limited partnership submitted in accordance with subparagraph 1. and by the converting organization as required by applicable law, which certificate of conversion must include:a. A statement that the limited partnership was converted from another organization.b. The name and form of the converting organization and the jurisdiction of its governing law.c. A statement that the conversion was approved as required by this act.d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.(c) A converting limited partnership is not required to file a certificate of conversion pursuant to paragraph (a) if the converting limited partnership files articles of conversion or a certificate of conversion that substantially complies with the requirements of this section pursuant to s. 605.1045, s. 607.1105, or s. 620.8914(1)(b) and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of s. 620.2105(4).(2) A conversion becomes effective:(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.(b) If the converted organization is not a limited partnership, as provided by the governing law of the converted organization.History.—s. 17, ch. 2005-267; s. 9, ch. 2008-187; ss. 14, 15, ch. 2013-180; s. 280, ch. 2019-90.
FL Stat § 620.2105 (2021)
2021 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)|620.2105 - Effect of conversion.

620.2105 Effect of conversion.—(1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion.(2) When a conversion takes effect:(a) Title to all real and other property, or any interest in such property, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of ss. 620.1801-620.1813.(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 to the extent applicable to the conversion. Service on the Department of State under this subsection is made in the same manner and with the same consequences as in s. 620.1117(3) and (4).(4) A copy of the statement of conversion, certified by the Department of State, may be filed in any county of this state in which the converting organization holds an interest in real property.History.—s. 17, ch. 2005-267.
FL Stat § 620.2106 (2021)
2021 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)|620.2106 - Merger.

620.2106 Merger.—(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.2107-620.2109 and a plan of merger, if:(a) The governing law of each of the other organizations authorizes the merger.(b) The merger is permitted by the law of a jurisdiction that enacted each of those governing laws.(c) Each of the other organizations complies with its governing law in effecting the merger.(2) A plan of merger must be in a record and must include:(a) The name and form of each constituent organization.(b) The name and form of the surviving organization.(c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.History.—s. 17, ch. 2005-267.
FL Stat § 620.2107 (2021)
2021 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)|620.2107 - Action on plan of merger by constituent limited partnership.

620.2107 Action on plan of merger by constituent limited partnership.—(1) A plan of merger must be consented to by all of the general partners of a constituent limited partnership. Subject to s. 620.2110, the plan of merger must also be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners at the time the consent is effective, provided, if there is more than one class or group of limited partners, the plan of merger must be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners in that class or group at the time the consent is effective. The consents required by this subsection must be in, or evidenced by, a record.(2) Subject to s. 620.2110 and any contractual rights, after a merger is approved, and at any time before a filing is made under s. 620.2108, a constituent limited partnership may amend the plan or abandon the planned merger:(a) As provided in the plan; and(b) Except as prohibited by the plan,with the same consent as was required to approve the plan.History.—s. 17, ch. 2005-267.
FL Stat § 620.2108 (2021)
2021 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)|620.2108 - Filings required for merger; effective date.

620.2108 Filings required for merger; effective date.—(1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of:(a) Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.(b) Each other preexisting constituent organization, by an authorized representative.(2) The certificate of merger must include:(a) The name and form of each constituent organization and the jurisdiction of its governing law.(b) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect.(c) The date the merger is effective under the governing law of the surviving organization.(d) Any amendments provided for in the plan of merger for the organizational document that created the organization.(e) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law.(f) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2109(2).(g) Any additional information required by the governing law of any constituent organization.(3) Each constituent limited partnership shall deliver the certificate of merger for filing in the Department of State unless the constituent limited partnership is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1) and (2) and such articles of merger or certificate of merger substantially complies with the requirements of this section. In such a case, the other articles of merger or certificate of merger may also be used for purposes of s. 620.2109(3).(4) A merger becomes effective under this act:(a) If the surviving organization is a limited partnership, upon the later of:1. Compliance with subsection (3); or2. Subject to s. 620.1206(4), as specified in the certificate of merger; or(b) If the surviving organization is not a limited partnership, as provided by the governing law of the surviving organization.(5) A certificate of merger shall act as a statement of termination for purposes of s. 620.1203 for a limited partnership that is a party to the merger that is not the surviving organization, which shall be deemed filed upon the effective date of the merger.History.—s. 17, ch. 2005-267; s. 10, ch. 2008-187; ss. 16, 17, ch. 2013-180; s. 15, ch. 2018-58; s. 281, ch. 2019-90.