reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8302 - Transfer of partnership property.

620.8302 Transfer of partnership property.—
(1) Partnership property may be transferred as follows:
(a) Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2) A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under s. 620.8301 and:
(a) As to a subsequent transferee who gave value for property transferred under paragraph (1)(a) or paragraph (1)(b), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under paragraph (1)(c), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under subsection (2) from any earlier transferee of the property.
(4) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in such person. Such person may execute a document in the name of the partnership to evidence vesting of the property in such person and may file or record the document.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8304 - Statement of denial.

620.8304 Statement of denial.—
(1) A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an agent pursuant to s. 620.8105(1)(c) may file a statement of denial stating:
(a) The name of the partnership, as identified in the records of the Department of State; and
(b) The fact that is being denied, which may include denial of a person’s authority or status as a partner.
(2) A statement of denial may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.
(3) A statement of denial is a limitation on authority as provided in s. 620.8303(3) and (4).
History.—s. 13, ch. 95-242; s. 8, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8305 - Partnership liable for partner’s actionable conduct.

620.8305 Partnership liable for partner’s actionable conduct.—
(1) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(2) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person who is not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8306 - Partner’s liability.

620.8306 Partner’s liability.—
(1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.
(3) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under s. 620.9001(2). Notwithstanding the provisions of this subsection, at any time during the first 6 months after the effective date of this subsection, a limited liability partnership that became a limited liability partnership before the effective date of this subsection may, by filing a notice with the Secretary of State so stating, waive its partners’ protection from liability arising from written contractual obligations of the limited liability partnership with regard to any particular written obligations or all written obligations entered into at any time or during any particular period of time set forth in the notice. If a limited liability partnership executes and delivers such a notice, each partner of the limited liability partnership is jointly and severally liable for the contractual obligations of the partnership which are the subject of the notice, except that no partner is liable under any such contract for any amount in excess of the amount for which the partner would have been liable under the laws of this state as they existed immediately before the effective date of this subsection.
History.—s. 13, ch. 95-242; s. 9, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8307 - Actions by and against partnership and partners.

620.8307 Actions by and against partnership and partners.—
(1) A partnership may sue and be sued in the name of the partnership.
(2) An action may be brought against the partnership and, to the extent not inconsistent with s. 620.8306, any or all of the partners in the same action or in separate actions.
(3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(4) A judgment creditor of a partner may perfect a judgment lien but may not proceed against or otherwise levy or execute against the assets of the partner to satisfy a judgment arising from a partnership obligation or liability unless the partner is personally liable for the claim under s. 620.8306 and:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust partnership assets;
(d) A court grants permission to the judgment creditor to proceed against or otherwise levy or execute against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 partner by law or contract independent of the existence of the partnership.
(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under s. 620.8308.
History.—s. 13, ch. 95-242; s. 10, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8308 - Liability of purported partner.

620.8308 Liability of purported partner.—
(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made if such person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to such liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to such liability jointly and severally with any other person consenting to the representation.
(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(5) Except as otherwise provided in subsections (1) and (2), persons who are not partners as to each other are not liable as partners to other persons.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8401 - Partner’s rights and duties.

620.8401 Partner’s rights and duties.—
(1) Each partner is deemed to have an account which is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or subsection (4) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all of the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11) This section does not affect the obligations of a partnership to other persons under s. 620.8301.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8402 - Distributions in kind.

620.8402 Distributions in kind.—A partner has no right to receive, and may not be required to accept, a distribution in kind.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8403 - Partner’s rights and duties with respect to information.

620.8403 Partner’s rights and duties with respect to information.—
(1) A partnership shall keep its books and records, if any, at the chief executive office of the partnership.
(2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this act; and
(b) Upon demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8404 - General standards of partner’s conduct.

620.8404 General standards of partner’s conduct.—
(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3).
(2) A partner’s duty of loyalty to the partnership and the other partners is limited to the following:
(a) To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(3) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A 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 partner does not violate a duty or obligation under this act or under a partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
History.—s. 13, ch. 95-242; s. 21, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8405 - Actions by partnership and partners.

620.8405 Actions by partnership and partners.—
(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a) Enforce such partner’s rights under the partnership agreement;
(b) Enforce such partner’s rights under this act, including:
1. Such partner’s rights under s. 620.8401, s. 620.8403, or s. 620.8404;
2. Such partner’s right upon dissociation to have the partner’s interest in the partnership purchased pursuant to s. 620.8701 or enforce any other right under ss. 620.8601-620.8705; or
3. Such partner’s right to compel a dissolution and winding up of the partnership business under s. 620.8801 or enforce any other right under ss. 620.8801-620.8807; or
(c) Enforce the rights and otherwise protect the interests of such partner, including rights and interests arising independently of the partnership relationship.
(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. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8406 - Continuation of partnership beyond definite term or particular undertaking.

620.8406 Continuation of partnership beyond definite term or particular undertaking.—
(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8501 - Partner not co-owner of partnership property.

620.8501 Partner not co-owner of partnership property.—Partnership property is owned by the partnership as an entity, not by the partners as co-owners. A partner has no interest that can be transferred, either voluntarily or involuntarily, in specific partnership property.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8502 - Partner’s transferable interest in partnership.

620.8502 Partner’s transferable interest in partnership.—The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. A partner’s interest in the partnership is personal property.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8503 - Transfer of partner’s transferable interest.

620.8503 Transfer of partner’s transferable interest.—
(1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:
(a) Is permissible.
(b) Does not, by itself, cause the partner’s dissociation or a dissolution and winding up of the partnership business.
(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(2) A transferee of a partner’s transferable interest in the partnership has a right:
(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(c) To seek, under s. 620.8801(6), a judicial determination that it is equitable to wind up the partnership business.
(3) In a dissolution and winding up of a partnership, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all the partners.
(4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(5) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
(6) A transfer of a partner’s transferable interest in the 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.
History.—s. 13, ch. 95-242; s. 147, ch. 2014-17.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8504 - Partner’s transferable interest subject to charging order.

620.8504 Partner’s transferable interest subject to charging order.—
(1) Upon application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(2) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than partnership property, by one or more of the other partners; or
(c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(4) This act does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8602 - Partner’s power to dissociate; wrongful dissociation.

620.8602 Partner’s power to dissociate; wrongful dissociation.—
(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1).
(2) A partner’s dissociation is wrongful only if:
(a) It is in breach of an express provision of the partnership agreement; or
(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
1. The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under this subsection;
2. The partner is expelled by judicial determination under s. 620.8601(5);
3. The partner is dissociated by becoming a debtor in bankruptcy; or
4. In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because the partner willfully dissolved or terminated.
(3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8603 - Effect of partner’s dissociation.

620.8603 Effect of partner’s dissociation.—
(1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply.
(2) Upon a partner’s dissociation:
(a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in s. 620.8803;
(b) The partner’s duty of loyalty under s. 620.8404(2)(c) terminates; and
(c) The partner’s duty of loyalty under s. 620.8404(2)(a) and (b) and duty of care under s. 620.8404(3) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to s. 620.8803.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8702 - Dissociated partner’s power to bind and liability to partnership.

620.8702 Dissociated partner’s power to bind and liability to partnership.—
(1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under ss. 620.8911-620.8923, is bound by an act of the dissociated partner which would have bound the partnership under s. 620.8301 before dissociation only if, at the time of entering into the transaction, the other party:
(a) Reasonably believed that the dissociated partner was then a partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).
(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1).
History.—s. 13, ch. 95-242; s. 12, ch. 99-285; s. 80, ch. 2006-1.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8703 - Dissociated partner’s liability to other persons.

620.8703 Dissociated partner’s liability to other persons.—
(1) A partner’s dissociation does not, by itself, discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2).
(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to any other party to a transaction entered into by the partnership, or a surviving partnership under ss. 620.8911-620.8923, within 1 year after the partner’s dissociation only if the partner is liable for the obligation under s. 620.8306 and, at the time of entering into the transaction, the other party:
(a) Reasonably believed that the dissociated partner was then a partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).
(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
History.—s. 13, ch. 95-242; s. 13, ch. 99-285; s. 81, ch. 2006-1.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8704 - Statement of dissociation.

620.8704 Statement of dissociation.—
(1) A dissociated partner or the partnership may file a statement of dissociation stating:
(a) The name of the partnership as identified in the records of the Department of State.
(b) That the partner is dissociated from the partnership.
(2) A statement of dissociation may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.
(3) A statement of dissociation is a limitation on the authority of a dissociated partner for purposes of s. 620.8303(4) and (5).
(4) For purposes of ss. 620.8702(1)(c) and 620.8703(2)(c), a person who is not a partner is deemed to have notice of the dissociation 90 days after a statement of dissociation is filed.
History.—s. 13, ch. 95-242; s. 14, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8705 - Continued use of partnership name.

620.8705 Continued use of partnership name.—Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not, by itself, make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8801 - Events causing dissolution and winding up of partnership business.

620.8801 Events causing dissolution and winding up of partnership business.—A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking:
(a) Within 90 days after a partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner’s will to wind up the partnership business;
(b) The express will of all of the partners to wind up the partnership’s business; or
(c) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
History.—s. 13, ch. 95-242; s. 15, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8802 - Partnership continues after dissolution.

620.8802 Partnership continues after dissolution.—
(1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(2) At any time after the dissolution of a partnership before the winding up of partnership business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:
(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined is as if the dissolution had never occurred; and
(b) The rights of a third party accruing under s. 620.8804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8803 - Right to wind up partnership business.

620.8803 Right to wind up partnership business.—
(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but, upon application of any partner, partner’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.
(2) The legal representative of the last surviving partner may wind up a partnership’s business.
(3) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to s. 620.8807, settle disputes by mediation or arbitration, and perform any other necessary acts.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8804 - Partner’s power to bind partnership after dissolution.

620.8804 Partner’s power to bind partnership after dissolution.—Subject to s. 620.8805, a partnership is bound by a partner’s act after dissolution which:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under s. 620.8301 before dissolution if any other party to the transaction did not have notice of the dissolution.
History.—s. 13, ch. 95-242.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8805 - Statement of dissolution.

620.8805 Statement of dissolution.—
(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating:
(a) The name of the partnership, as identified in the records of the Department of State; and
(b) That the partnership has dissolved and is winding up its business.
(2) A statement of dissolution cancels a filed statement of partnership authority for purposes of s. 620.8303(3) and is a limitation on authority for purposes of s. 620.8303(4).
(3) For purposes of ss. 620.8301 and 620.8804, a person who is not a partner is deemed to have notice of a dissolution, and the limitation on the partners’ authority as a result of the statement of dissolution, 90 days after it is filed.
(4) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner, as provided in s. 620.8303(3) and (4), in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
History.—s. 13, ch. 95-242; s. 16, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8806 - Partner’s liability to other partners after dissolution.

620.8806 Partner’s liability to other partners after dissolution.—
(1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner’s share of any partnership liability incurred under s. 620.8804.
(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under s. 620.8804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
History.—s. 13, ch. 95-242; s. 17, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8807 - Settlement of accounts and contributions among partners.

620.8807 Settlement of accounts and contributions among partners.—
(1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership’s obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2).
(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under s. 620.8306. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account.
(3) If a partner fails to contribute the full amount required under subsection (2), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under s. 620.8306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under s. 620.8306.
(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under s. 620.8306.
(5) The estate of a deceased partner is liable for such partner’s obligation to contribute to the partnership.
(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.
History.—s. 13, ch. 95-242; s. 18, ch. 99-285.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8912 - Conversion.

620.8912 Conversion.—
(1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ss. 620.8913-620.8915 and a plan of conversion, if:
(a) The other organization’s governing law authorizes the conversion.
(b) The conversion is permitted by the law of the jurisdiction that enacted the governing law.
(c) The other organization complies with its governing law in effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) The name and form of the organization before conversion.
(b) The name and form of the organization after conversion.
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.
(d) The organizational documents of the converted organization.
History.—s. 22, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8913 - Action on plan of conversion by converting partnership.

620.8913 Action on plan of conversion by converting partnership.—
(1) A plan of conversion must be consented to by all of the partners of a converting partnership. The consents required by this subsection must be in, or evidenced by, a record.
(2) Subject to s. 620.8920 and any contractual rights, after a conversion is approved, and at any time before a filing is made under s. 620.8914, a converting partnership may amend the plan or abandon the planned conversion:
(a) As provided in the plan.
(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.
History.—s. 22, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8915 - Effect of conversion.

620.8915 Effect of conversion.—
(1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) Title to all real estate and other property, or any interest therein, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.
(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.
(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.
(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for purposes of this act and ss. 620.8801-620.8807 shall not apply.
(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state shall appoint the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as provided in s. 48.161.
(4) A copy of the certificate 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. 22, ch. 2005-267; s. 34, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8916 - Merger.

620.8916 Merger.—
(1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 and a plan of merger, if:
(a) The governing law of each of the other organizations authorizes the merger.
(b) The merger is permitted by the law of each jurisdiction that enacted those governing laws.
(c) Each of the other organizations complies with its governing law in effecting the merger.
(2) A plan of merger must be in a record and must include:
(a) The name and form of each constituent organization.
(b) The name and form of the surviving organization.
(c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.
(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.
History.—s. 22, ch. 2005-267.