reglab/statecodes huggingface dataset:
2023 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) › 620.1805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

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 causes a limited partnership to incur an obligation under s. 620.1804(1) by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation.
(b) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 620.1804(2), the person is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation.
(b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1807 - Unknown claims against dissolved limited partnership.

620.1807 Unknown claims against dissolved limited partnership.—
(1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. 620.1806(14), may also file with the Department of State on the form prescribed by the department a request that persons with claims against the limited partnership which are not known to the limited partnership or successor entity present them in accordance with the notice.
(2) The notice must:
(a) Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent.
(b) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(3) If the dissolved limited partnership or successor entity files the notice in accordance with subsections (1) and (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within 4 years after the filing date:
(a) A claimant who did not receive written notice under s. 620.1806(9) or whose claim was not provided for under s. 620.1806(10), whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.
(4) A claim may be enforced under this section:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a partner or transferee of the dissolved limited partnership to the extent of such partner’s or transferee’s pro rata share of the claim or the limited partnership assets distributed to such partner or transferee in liquidation, whichever is less, provided the aggregate liability of any person for all claims against the dissolved limited partnership arising under this section or s. 620.1806, or, with respect to a limited partner, otherwise, may not exceed the amount distributed to the person in liquidation; or
(c) Against any person liable on the claim under s. 620.1404.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

620.1808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.—If a claim is barred under s. 620.1806 or s. 620.1807, any corresponding claim under s. 620.1404, s. 620.1405, or s. 620.1607 is also barred.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1809 - Administrative dissolution.

620.1809 Administrative dissolution.—
(1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not:
(a) Pay any fee or penalty due to the Department of State under this act;
(b) Deliver its annual report to the Department of State by 5 p.m. Eastern Time on the third Friday in September;
(c) Appoint and maintain a registered agent as required by s. 620.1114; or
(d) Deliver for filing a statement of a change under s. 620.1115 within 30 days after a change has occurred in the name of the registered agent or the registered office address.
(2) If the Department of State determines that a ground exists for administratively dissolving a limited partnership, the Department of State shall serve notice on the limited partnership of its intent to administratively dissolve the limited partnership. If the limited partnership has provided the department with an electronic mail address, such notice shall be by electronic transmission. Administrative dissolution for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of dissolution to each dissolved limited partnership. Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.
(3) If within 60 days after sending notice of dissolution, the limited partnership does not correct each ground for dissolution under paragraph (1)(a), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist, the Department of State shall administratively dissolve the limited partnership and issue a certificate of dissolution that states the grounds for dissolution. Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.
(4) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under ss. 620.1803 and 620.1812 and to notify claimants under ss. 620.1806 and 620.1807.
(5) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
(6) A partner of a limited partnership is not liable for the obligations of the limited partnership solely by reason of the foreign limited partnership’s having been administratively dissolved pursuant to this section.
History.—s. 17, ch. 2005-267; s. 21, ch. 2009-72.
2023 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) › 620.1810 - Reinstatement following administrative dissolution.

620.1810 Reinstatement following administrative dissolution.—
(1) A limited partnership that has been administratively dissolved under s. 620.1809 may apply to the Department of State for reinstatement at any time after the effective date of dissolution. The limited partnership must submit a form of reinstatement prescribed and furnished by the Department of State together with all fees then owed by the limited partnership, computed at a rate provided by law at the time the limited partnership applies for reinstatement.
(2) As an alternative to submitting the form of reinstatement referred to in subsection (1), the 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 current annual report described in subsection (2), contains the information required by subsection (1) and that the information is correct, the Department of State shall reinstate the limited partnership.
(4) When the reinstatement becomes effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership may resume its activities as if the administrative dissolution had never occurred.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1811 - Appeal from denial of reinstatement.

620.1811 Appeal from denial of reinstatement.—
(1) If the Department of State denies a limited partnership’s request for reinstatement following administrative dissolution, the Department of State shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice.
(2) Within 30 days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the circuit court to set aside the dissolution. The petition must be served on the Department of State and contain a copy of the Department of State’s declaration of dissolution, the limited partnership’s application for reinstatement, and the Department of State’s notice of denial.
(3) The court may summarily order the Department of State to reinstate the dissolved limited partnership or may take other action the court considers appropriate.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1812 - Revocation of dissolution.

620.1812 Revocation of dissolution.—
(1) A limited partnership that has dissolved as the result of an event described in s. 620.1801(1)(a)-(d) and filed a certificate of dissolution with the Department of State may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of its certificate of dissolution.
(2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.
(3) After revocation of dissolution is authorized, the limited partnership shall deliver a certificate of revocation of dissolution to the Department of State for filing, together with a copy of its certificate of dissolution, that sets forth:
(a) The name of the limited partnership.
(b) The effective date of the dissolution that was revoked.
(c) The date that the revocation of dissolution was authorized.
(4) If there has been substantial compliance with subsection (3), subject to s. 620.1206(4) the revocation of dissolution is effective when the Department of State files the certificate of revocation of dissolution.
(5) When the revocation of dissolution is effective, the revocation of dissolution relates back to and takes effect as of the effective date of the dissolution, and the limited partnership resumes carrying on its business as if dissolution had never occurred.
History.—s. 17, ch. 2005-267; s. 14, ch. 2018-58.
2023 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) › 620.1813 - Disposition of assets; when contributions required.

620.1813 Disposition of assets; when contributions required.—
(1) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(2) Any surplus remaining after the limited partnership complies with subsection (1) must be paid in cash as a distribution.
(3) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (1), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, subject to s. 620.1808 the following rules apply:
(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under s. 620.1607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) If a person does not contribute the full amount required under paragraph (a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(c) If a person does not make the additional contribution required by paragraph (b), further additional contributions are determined and due in the same manner as provided in that paragraph.
(4) A person that makes an additional contribution under paragraph (3)(b) or paragraph (3)(c) may recover from any person whose failure to contribute under paragraph (3)(a) or paragraph (3)(b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
(5) The estate of a deceased individual is liable for the person’s obligations under this section.
(6) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (3).
History.—s. 17, ch. 2005-267.
2023 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) › 620.1901 - Governing law regarding foreign limited partnerships.

620.1901 Governing law regarding foreign limited partnerships.—
(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.
(3) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1902 - Application for certificate of authority.

620.1902 Application for certificate of authority.—
(1) A foreign limited partnership shall apply for a certificate of authority to transact business in this state by delivering a signed application to the Department of State for filing. The application must state:
(a) The name of the foreign limited partnership and, if the name does not comply with s. 620.1108, an alternate name adopted pursuant to s. 620.1905(1).
(b) The state or other jurisdiction under whose law the foreign limited partnership is organized and the date of its formation.
(c) The principal office and mailing address of the foreign limited partnership.
(d) The name, street address in this state, and written acceptance of the foreign limited partnership’s initial registered agent in this state.
(e) The name and principal office and mailing address of each of the foreign limited partnership’s general partners. Each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and may not be dissolved, revoked, or withdrawn.
(f) Whether the foreign limited partnership is a foreign limited liability limited partnership.
(2) A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the Department of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized, dated not more than 90 days prior to the delivery of the application to the Secretary of State.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1903 - Activities not constituting transacting business.

620.1903 Activities not constituting transacting business.—
(1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include:
(a) Maintaining, defending, and settling an action or proceeding.
(b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs.
(c) Maintaining accounts in financial institutions.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or electronic means or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.
(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner.
(j) Transacting business in interstate commerce.
(k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(m) Owning, without more, real or personal property.
(2) The list of activities in subsection (1) is not exhaustive.
(3) For purposes of s. 620.1902, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.
(4) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1904 - Filing of certificate of authority.

620.1904 Filing of certificate of authority.—Unless the Department of State determines that an application for a certificate of authority does not comply with the filing requirements of this act, the Department of State, upon payment of all filing fees, shall authorize the foreign limited partnership to transact business in this state.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1905 - Noncomplying name of foreign limited partnership.

620.1905 Noncomplying name of foreign limited partnership.—
(1) A foreign limited partnership whose name does not comply with s. 620.1108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with s. 620.1108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with s. 865.09. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under s. 865.09 to transact business in this state under another name.
(2) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with s. 620.1108, it may not thereafter transact business in this state until it complies with subsection (1) and obtains an amended certificate of authority.
History.—s. 17, ch. 2005-267.
2023 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) › 620.1906 - Revocation of certificate of authority.

620.1906 Revocation of certificate of authority.—
(1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the Department of State in the manner provided in subsections (2) and (3) if the foreign limited partnership does not:
(a) Pay, within 60 days after the due date, any fee or penalty due to the Department of State under this act;
(b) Deliver its annual report to the Department of State by 5 p.m. Eastern Time on the third Friday in September;
(c) Appoint and maintain an agent for service of process as required by s. 620.1114(2); or
(d) Deliver for filing a statement of a change under s. 620.1115 within 30 days after a change has occurred in the name or address of the agent.
(2) If the Department of State determines that one or more grounds exist under this section for revocation of a foreign limited partnership, it shall notify the foreign limited partnership of its intent to revoke the foreign limited partnership’s certificate of authority. If the foreign limited partnership has provided the department with an electronic mail address, such notice shall be by electronic transmission. Revocation for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of revocation to each revoked foreign limited partnership. Issuance of the certificate of revocation may be by electronic transmission to any foreign limited partnership that has provided the department with an electronic mail address.
(3) If within 60 days after sending a notice of revocation, the foreign limited partnership does not correct each ground for revocation under paragraph (1)(a), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist, the department shall revoke the foreign limited partnership’s authority to transact business in this state and issue a certificate of revocation that states the grounds for revocation. Issuance of the certificate of revocation may be by electronic transmission to any foreign limited partnership that has provided the department with an electronic mail address.
(4) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the certificate of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1).
History.—s. 17, ch. 2005-267; s. 22, ch. 2009-72.
2023 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, it may be served under s. 48.061(5)(b).
History.—s. 17, ch. 2005-267; s. 31, ch. 2022-190.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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 Secretary 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 Secretary of State under this subsection is made in the same manner and with the same consequences as in ss. 48.161 and 620.1117.
(4) A copy of the statement of conversion, certified by the Secretary 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; s. 32, ch. 2022-190.
2023 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.
2023 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.