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) › 620.1210 - Annual report for Department of State.

620.1210 Annual report for Department of State.—
(1) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Department of State for filing an annual report that states:
(a) The name of the limited partnership or, if a foreign limited partnership, the name under which the foreign limited partnership is registered to transact business in this state.
(b) The street and mailing address of the limited partnership or foreign limited partnership, the name of its registered agent in this state, and the street address of its registered office in this state.
(c) The name and business address of each general partner. 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with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.
(d) Federal Employer Identification number.
(e) Any additional information that is necessary or appropriate to enable the Department of State to carry out the provisions of this act.
(2) Information in an annual report must be current as of the date the annual report is delivered to the Department of State for filing.
(3) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Department of State between January 1 and May 1 of each subsequent calendar year.
(4) If an annual report does not contain the information required in subsection (1), the Department of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (1) and delivered to the Department of State within 30 days after the effective date of the notice, it is timely delivered.
(5) If a filed annual report contains the address of a designated office, name of a registered agent, or registered office address which differs from the information shown in the records of the Department of State immediately before the filing, the differing information in the annual report is considered a statement of change under s. 620.1115.
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) › 620.1301 - Becoming limited partner.

620.1301 Becoming limited partner.—A person becomes a limited partner:
(1) As provided in the partnership agreement;
(2) As the result of a conversion or merger involving the limited partnership under this act as provided in the plan of conversion or merger; or
(3) With the consent of all the partners.
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) › 620.1302 - No right or power as limited partner to bind limited partnership; certain approval rights.

620.1302 No right or power as limited partner to bind limited partnership; certain approval rights.—
(1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
(2) The limited partners have only those approval rights as are described in s. 620.1406.
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) › 620.1303 - No liability as limited partner for limited partnership obligations.

620.1303 No liability as limited partner for limited partnership obligations.—An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of 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) › 620.1305 - Limited duties of limited partners.

620.1305 Limited duties of limited partners.—
(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. To the extent a limited partner is vested with or delegated management powers or duties under the partnership agreement, the only fiduciary duties that such limited partner has to the limited partnership and the other partners with respect to the exercise of such powers or duties are those duties described in s. 620.1408, subject to the same standards and limitations that would apply to a general partner under that section with respect to the exercise of such powers or duties.
(2) A limited partner shall discharge the duties to the limited partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(3) A limited partner does not violate a duty or obligation under this act or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
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) › 620.1306 - Person erroneously believing self to be limited partner.

620.1306 Person erroneously believing self to be limited partner.—
(1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing; or
(b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Department of State for filing a statement of withdrawal under this section.
(2) A person that makes an investment described in subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Department of State files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(3) If a person makes a diligent effort in good faith to comply with paragraph (1)(a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (1)(b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
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) › 620.1401 - Becoming general partner.

620.1401 Becoming general partner.—A person becomes a general partner:
(1) As provided in the partnership agreement;
(2) Under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner;
(3) As the result of a conversion or merger involving the limited partnership under this act as provided for in the plan of conversion or merger; or
(4) With the consent of all the partners.
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) › 620.1402 - General partner agent of limited partnership.

620.1402 General partner agent of limited partnership.—
(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under s. 620.1103(4) that the general partner lacked authority.
(2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was approved by the other partners as provided in s. 620.1406.
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) › 620.1403 - Limited partnership liable for general partner’s actionable conduct.

620.1403 Limited partnership liable for general partner’s actionable conduct.—
(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(2) If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
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) › 620.1404 - General partner’s liability.

620.1404 General partner’s liability.—
(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under s. 620.1406.
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) › 620.1405 - Actions by and against partnership and partners.

620.1405 Actions by and against partnership and partners.—
(1) To the extent not inconsistent with s. 620.1404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under s. 620.1404 and:
(a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The limited partnership is a debtor in bankruptcy;
(c) The general partner has agreed that the creditor need not exhaust limited partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(e) Liability is imposed on the general partner by law or contract independent of the existence of 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) › 620.1407 - Right of general partner and former general partner to information.

620.1407 Right of general partner and former general partner to information.—
(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(a) In the limited partnership’s designated office, required information.
(b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.
(2) Each general partner and the limited partnership shall furnish to a general partner:
(a) Without demand, any information concerning the limited partnership’s activities, reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this act.
(b) On demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(3) Subject to subsection (5), upon 10 days’ demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) at the location specified in subsection (1) if:
(a) The information or record pertains to the period during which the person was a general partner.
(b) The person seeks the information or record in good faith.
(c) The person satisfies the requirements imposed on a limited partner by s. 620.1304(2).
(4) The limited partnership shall respond to a demand made pursuant to subsection (3) in the same manner as provided in s. 620.1304(3).
(5) If a general partner dies, s. 620.1704 applies.
(6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
(7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(8) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (6) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under s. 620.1603(7)(b) or (c).
History.—s. 17, ch. 2005-267; s. 75, ch. 2006-1.
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) › 620.1408 - General standards of conduct for general partner.

620.1408 General standards of conduct for general partner.—
(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3).
(2) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:
(a) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity.
(b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership.
(c) To refrain from competing with the limited partnership in the conduct of the limited partnership’s activities.
(3) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A general partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(5) A general partner does not violate a duty or obligation under this act or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
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) › 620.1501 - Form of contribution.

620.1501 Form of contribution.—A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
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) › 620.1502 - Liability for contribution.

620.1502 Liability for contribution.—
(1) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall be in a record signed by the partner, and such obligation shall not be excused by the partner’s death, disability, or other inability to perform personally.
(2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (1), without notice of any compromise under this subsection, may enforce the original obligation.
(4) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the partner’s proportionate interest in the limited partnership, subordinating the partner’s partnership interests to that of nondefaulting partners, a forced sale, or the forfeiture of the partner’s interest in the limited partnership, the lending by other partners of the amount necessary to meet the partner’s commitment, a fixing of the value of the partner’s interest in the limited partnership by appraisal or by formula and redemption or sale of such interest at such value, or other penalty or consequence.
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) › 620.1503 - Sharing of profits, losses, and distributions.

620.1503 Sharing of profits, losses, and distributions.—
(1) Profits and losses of a limited partnership shall be allocated among the partners on the basis of the value, as stated in the required records when the limited partnership makes the allocations, of the contributions the limited partnership has received from each partner.
(2) Distributions by a limited partnership shall be shared by the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
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) › 620.1504 - Interim distributions.

620.1504 Interim distributions.—A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
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) › 620.1505 - No distribution on account of dissociation.

620.1505 No distribution on account of dissociation.—A person does not have a right to receive a distribution on account of dissociation.
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) › 620.1506 - Distribution in kind.

620.1506 Distribution in kind.—A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to s. 620.1813, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.
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) › 620.1507 - Right to distribution.

620.1507 Right to distribution.—When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
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) › 620.1508 - Limitations on distribution.

620.1508 Limitations on distribution.—
(1) A limited partnership may not make a distribution in violation of the partnership agreement.
(2) A limited partnership may not make a distribution if after the distribution:
(a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or
(b) The limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(4) Except as otherwise provided in subsection (7), the effect of a distribution under subsection (2) is measured:
(a) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership.
(b) In all other cases, as of the date:
1. The distribution is authorized, if the payment occurs within 120 days after that date; or
2. The payment is made, if payment occurs more than 120 days after the distribution is authorized.
(5) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.
(6) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(7) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
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) › 620.1509 - Liability for improper distributions.

620.1509 Liability for improper distributions.—
(1) A general partner that consents to a distribution made in violation of s. 620.1508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with s. 620.1408.
(2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of s. 620.1508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under s. 620.1508.
(3) A general partner against which an action is commenced under subsection (1) may:
(a) Implead in the action any other person that is liable under subsection (1) and compel contribution from the person.
(b) Implead in the action any person that received a distribution in violation of subsection (2) and compel contribution from the person in the amount the person received in violation of subsection (2).
(4) An action under this section is barred if it is not commenced within 2 years after the distribution.
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) › 620.1602 - Effect of dissociation as limited partner.

620.1602 Effect of dissociation as limited partner.—
(1) Upon a person’s dissociation as a limited partner:
(a) Subject to s. 620.1704, the person does not have further rights as a limited partner.
(b) The person’s obligation of good faith and fair dealing as a limited partner under s. 620.1305(2) continues only as to matters arising and events occurring before the dissociation and such person’s duties, if any, under s. 620.1305(1) terminate or continue in the same manner as provided in s. 620.1605(1)(b) and (c).
(c) Subject to s. 620.1704 and ss. 620.2101-620.2125, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(2) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
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) › 620.1604 - Person’s power to dissociate as general partner; wrongful dissociation.

620.1604 Person’s power to dissociate as general partner; wrongful dissociation.—
(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to s. 620.1603(1).
(2) A person’s dissociation as a general partner is wrongful only if:
(a) It is in breach of an express provision of the partnership agreement; or
(b) It occurs before the termination of the limited partnership, and:
1. The person withdraws as a general partner by express will;
2. The person is expelled as a general partner by judicial determination under s. 620.1603(5);
3. The person is dissociated as a general partner by becoming a debtor in bankruptcy; or
4. In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to s. 620.2001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
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) › 620.1605 - Effect of dissociation as general partner.

620.1605 Effect of dissociation as general partner.—
(1) Upon a person’s dissociation as a general partner:
(a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates.
(b) The person’s duty of loyalty as a general partner under s. 620.1408(2)(c) terminates.
(c) The person’s duty of loyalty as a general partner under s. 620.1408(2)(a) and (b) and duty of care under s. 620.1408(3) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner.
(2) The person may sign and deliver to the Department of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.
(3) Subject to s. 620.1704 and ss. 620.2101-620.2125, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.
(4) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
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) › 620.1606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

620.1606 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.—
(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under s. 620.2102, or merged out of existence under s. 620.2106, the limited partnership is bound by an act of the person only if:
(a) The act would have bound the limited partnership under s. 620.1402 before the dissociation.
(b) At the time the other party enters into the transaction:
1. Less than 2 years have passed since the dissociation.
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (1).
(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) › 620.1607 - Liability to other persons of person dissociated as general partner.

620.1607 Liability to other persons of person dissociated as general partner.—
(1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership’s obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under s. 620.1404 on an obligation incurred by the limited partnership under s. 620.1804.
(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(a) A general partner would be liable on the transaction.
(b) At the time the other party enters into the transaction:
1. Less than 2 years have passed since the dissociation.
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.
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) › 620.1701 - Partner’s transferable interest; certificates.

620.1701 Partner’s transferable interest; certificates.—
(1) The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
(2) The partnership agreement may provide that a partner’s interest in a limited partnership may be evidenced by a certificate issued by the limited partnership and may also provide for the assignment or transfer of any interest in the limited partnership represented by such a certificate and make other provisions with respect to such certificates.
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) › 620.1702 - Transfer of partner’s transferable interest.

620.1702 Transfer of partner’s transferable interest.—
(1) A transfer, in whole or in part, of a partner’s transferable interest:
(a) Is permissible.
(b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities.
(c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to any information to which a limited partner would otherwise have access under s. 620.1304, except as otherwise provided in subsection (3), or to inspect or copy the required information or the limited partnership’s other records.
(2) A transferee has a right to receive, in accordance with the transfer:
(a) Distributions to which the transferor would otherwise be entitled.
(b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(5) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(6) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under ss. 620.1502 and 620.1509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
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) › 620.1703 - Rights of creditor of partner or transferee.

620.1703 Rights of creditor of partner or transferee.—
(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the partnership interest of the partner or transferable interest of a transferee with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of the partnership interest.
(2) This act shall not deprive any partner or transferee of the benefit of an exemption law applicable to the partner’s partnership or transferee’s transferable interest.
(3) This section provides the exclusive remedy which a judgment creditor of a partner or transferee may use to satisfy a judgment out of the judgment debtor’s interest in the limited partnership or transferable interest. Other remedies, including foreclosure on the partner’s interest in the limited partnership or a transferee’s transferable interest and a court order for directions, accounts, and inquiries that the debtor general or limited partner might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership and may not be ordered by a court.
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) › 620.1704 - Power of estate of deceased partner.

620.1704 Power of estate of deceased partner.—If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in s. 620.1702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under s. 620.1304.
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) › 620.1801 - Nonjudicial dissolution.

620.1801 Nonjudicial dissolution.—
(1) Except as otherwise provided in s. 620.1802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(a) The happening of an event specified in the partnership agreement;
(b) The consent of all general partners and of all limited partners;
(c) After the dissociation of a person as a general partner:
1. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership by all partners at the time the consent is to be effective; or
2. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
a. Consent to continue the activities of the limited partnership and admit at least one general partner is given by all partners at the time the consent is to be effective;
b. At least one person is admitted as a general partner in accordance with the consent;
(d) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(e) The signing and filing of a declaration of dissolution by the Department of State under s. 620.1809(3).
(2) Upon the occurrence of an event specified in paragraphs (1)(a)-(d), the limited partnership shall file a certificate of dissolution as provided in s. 620.1203.
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) › 620.1802 - Judicial dissolution.

620.1802 Judicial dissolution.—On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
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) › 620.1803 - Winding up.

620.1803 Winding up.—
(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(2) In winding up its activities, the limited partnership:
(a) May preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, and perform other necessary acts.
(b) Shall discharge, make provision for, or otherwise address the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) May file a statement of termination as provided in s. 620.1203.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under s. 620.1804.
(b) Shall promptly amend the certificate of limited partnership to state:
1. That the limited partnership does not have a general partner.
2. The name of the person that has been appointed to wind up the limited partnership.
3. The street and mailing address of the person.
(4) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or
(b) The applicant establishes other good cause.
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) › 620.1804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

620.1804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.—
(1) A limited partnership is bound by a general partner’s act after dissolution which:
(a) Is appropriate for winding up the limited partnership’s activities; or
(b) Would have bound the limited partnership under s. 620.1402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
1. Less than 2 years have passed since the dissociation.
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) The act:
1. Is appropriate for winding up the limited partnership’s activities; or
2. Would have bound the limited partnership under s. 620.1402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
History.—s. 17, ch. 2005-267.