reglab/housing_qa huggingface dataset:
FL Stat § 620.8603 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8603 - Effect of partner’s dissociation.

620.8603 Effect of partner’s dissociation.—(1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply.(2) Upon a partner’s dissociation:(a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in s. 620.8803;(b) The partner’s duty of loyalty under s. 620.8404(2)(c) terminates; and(c) The partner’s duty of loyalty under s. 620.8404(2)(a) and (b) and duty of care under s. 620.8404(3) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to s. 620.8803.History.—s. 13, ch. 95-242.
FL Stat § 620.8702 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8702 - Dissociated partner’s power to bind and liability to partnership.

620.8702 Dissociated partner’s power to bind and liability to partnership.—(1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under ss. 620.8911-620.8923, is bound by an act of the dissociated partner which would have bound the partnership under s. 620.8301 before dissociation only if, at the time of entering into the transaction, the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner’s dissociation; and(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1).History.—s. 13, ch. 95-242; s. 12, ch. 99-285; s. 80, ch. 2006-1.
FL Stat § 620.8703 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8703 - Dissociated partner’s liability to other persons.

620.8703 Dissociated partner’s liability to other persons.—(1) A partner’s dissociation does not, by itself, discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2).(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to any other party to a transaction entered into by the partnership, or a surviving partnership under ss. 620.8911-620.8923, within 1 year after the partner’s dissociation only if the partner is liable for the obligation under s. 620.8306 and, at the time of entering into the transaction, the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner’s dissociation; and(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.History.—s. 13, ch. 95-242; s. 13, ch. 99-285; s. 81, ch. 2006-1.
FL Stat § 620.8704 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8704 - Statement of dissociation.

620.8704 Statement of dissociation.—(1) A dissociated partner or the partnership may file a statement of dissociation stating:(a) The name of the partnership as identified in the records of the Department of State.(b) That the partner is dissociated from the partnership.(2) A statement of dissociation may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.(3) A statement of dissociation is a limitation on the authority of a dissociated partner for purposes of s. 620.8303(4) and (5).(4) For purposes of ss. 620.8702(1)(c) and 620.8703(2)(c), a person who is not a partner is deemed to have notice of the dissociation 90 days after a statement of dissociation is filed.History.—s. 13, ch. 95-242; s. 14, ch. 99-285.
FL Stat § 620.8705 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8705 - Continued use of partnership name.

620.8705 Continued use of partnership name.—Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not, by itself, make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.History.—s. 13, ch. 95-242.
FL Stat § 620.8801 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8801 - Events causing dissolution and winding up of partnership business.

620.8801 Events causing dissolution and winding up of partnership business.—A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;(2) In a partnership for a definite term or particular undertaking:(a) Within 90 days after a partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner’s will to wind up the partnership business;(b) The express will of all of the partners to wind up the partnership’s business; or(c) The expiration of the term or the completion of the undertaking;(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;(4) An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;(5) On application by a partner, a judicial determination that:(a) The economic purpose of the partnership is likely to be unreasonably frustrated;(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.History.—s. 13, ch. 95-242; s. 15, ch. 99-285.
FL Stat § 620.8802 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8802 - Partnership continues after dissolution.

620.8802 Partnership continues after dissolution.—(1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(2) At any time after the dissolution of a partnership before the winding up of partnership business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined is as if the dissolution had never occurred; and(b) The rights of a third party accruing under s. 620.8804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.History.—s. 13, ch. 95-242.
FL Stat § 620.8803 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8803 - Right to wind up partnership business.

620.8803 Right to wind up partnership business.—(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but, upon application of any partner, partner’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.(2) The legal representative of the last surviving partner may wind up a partnership’s business.(3) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to s. 620.8807, settle disputes by mediation or arbitration, and perform any other necessary acts.History.—s. 13, ch. 95-242.
FL Stat § 620.8804 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8804 - Partner’s power to bind partnership after dissolution.

620.8804 Partner’s power to bind partnership after dissolution.—Subject to s. 620.8805, a partnership is bound by a partner’s act after dissolution which:(1) Is appropriate for winding up the partnership business; or(2) Would have bound the partnership under s. 620.8301 before dissolution if any other party to the transaction did not have notice of the dissolution.History.—s. 13, ch. 95-242.
FL Stat § 620.8805 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8805 - Statement of dissolution.

620.8805 Statement of dissolution.—(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating:(a) The name of the partnership, as identified in the records of the Department of State; and(b) That the partnership has dissolved and is winding up its business.(2) A statement of dissolution cancels a filed statement of partnership authority for purposes of s. 620.8303(3) and is a limitation on authority for purposes of s. 620.8303(4).(3) For purposes of ss. 620.8301 and 620.8804, a person who is not a partner is deemed to have notice of a dissolution, and the limitation on the partners’ authority as a result of the statement of dissolution, 90 days after it is filed.(4) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner, as provided in s. 620.8303(3) and (4), in any transaction, whether or not the transaction is appropriate for winding up the partnership business.History.—s. 13, ch. 95-242; s. 16, ch. 99-285.
FL Stat § 620.8806 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8806 - Partner’s liability to other partners after dissolution.

620.8806 Partner’s liability to other partners after dissolution.—(1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner’s share of any partnership liability incurred under s. 620.8804.(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under s. 620.8804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.History.—s. 13, ch. 95-242; s. 17, ch. 99-285.
FL Stat § 620.8807 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8807 - Settlement of accounts and contributions among partners.

620.8807 Settlement of accounts and contributions among partners.—(1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership’s obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2).(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under s. 620.8306. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account.(3) If a partner fails to contribute the full amount required under subsection (2), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under s. 620.8306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under s. 620.8306.(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under s. 620.8306.(5) The estate of a deceased partner is liable for such partner’s obligation to contribute to the partnership.(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.History.—s. 13, ch. 95-242; s. 18, ch. 99-285.
FL Stat § 620.8912 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8912 - Conversion.

620.8912 Conversion.—(1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ss. 620.8913-620.8915 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. 22, ch. 2005-267.
FL Stat § 620.8913 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8913 - Action on plan of conversion by converting partnership.

620.8913 Action on plan of conversion by converting partnership.—(1) A plan of conversion must be consented to by all of the partners of a converting partnership. The consents required by this subsection must be in, or evidenced by, a record.(2) Subject to s. 620.8920 and any contractual rights, after a conversion is approved, and at any time before a filing is made under s. 620.8914, a converting 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. 22, ch. 2005-267.
FL Stat § 620.8915 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8915 - Effect of conversion.

620.8915 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 estate and other property, or any interest therein, 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 purposes of this act and ss. 620.8801-620.8807 shall not apply.(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 partnership, if before the conversion the converting 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 shall appoint the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Department of State under this subsection shall be made in the same manner and with the same consequences as provided in s. 48.181.(4) A copy of the certificate 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. 22, ch. 2005-267.
FL Stat § 620.8916 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8916 - Merger.

620.8916 Merger.—(1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 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 each jurisdiction that enacted 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. 22, ch. 2005-267.
FL Stat § 620.8917 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 620 - Partnership Laws|Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)|620.8917 - Action on plan of merger by constituent partnership.

620.8917 Action on plan of merger by constituent partnership.—(1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must be in, or evidenced by, a record.(2) Subject to s. 620.8920 and any contractual rights, after a merger is approved, and at any time before a filing is made under s. 620.8918, a constituent partnership may amend the plan or abandon the planned merger:(a) As provided in the plan.(b) Except as prohibited by the plan, with the same consent as was required to approve the plan.History.—s. 22, ch. 2005-267.