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) › 620.2108 - Filings required for merger; effective date.

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

620.2109 Effect of merger.—
(1) When a merger becomes effective:
(a) The surviving organization continues.
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
(c) All property owned by each constituent organization that ceases to exist vests in the surviving organization.
(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.
(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of ss. 620.1801-620.1813.
(i) Any amendments provided for in the certificate of merger for the organizational document that created the organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving 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 the purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 to the extent applicable to the merger. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in ss. 48.161 and 620.1117.
(3) A copy of the certificate of merger, certified by the Department of State, may be filed in any county of this state in which a constituent organization holds an interest in real property.
History.—s. 17, ch. 2005-267; s. 33, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.2110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

620.2110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.—
(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
(a) The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.
(b) The partner has consented to the provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.
(b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or subsection (2) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than 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) › 620.2112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

620.2112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.—
(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402.
(b) At the time the third party enters into the transaction, the third party:
1. Does not have notice of the conversion or merger.
2. Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402 if the person had been a general partner.
(b) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
1. Does not have notice of the dissociation.
2. Does not have notice of the conversion or merger.
3. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or subsection (2), the person is liable:
(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation.
(b) If another person is liable for the obligation, to that other person for any damage caused to that 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) › 620.2115 - Assertion of rights by nominees and beneficial owners.

620.2115 Assertion of rights by nominees and beneficial owners.—
(1) A record limited partner may assert appraisal rights as to fewer than all the limited partner interests registered in the record limited partner’s name that are owned by a beneficial limited partner only if the record limited partner objects with respect to all limited partner interests of the class or series owned by that beneficial limited partner and notifies the limited partnership in writing of the name and address of each beneficial limited partner on whose behalf appraisal rights are being asserted. The rights of a record limited partner who asserts appraisal rights for only part of the limited partner interests of the class or series held of record in the record limited partner’s name under this subsection shall be determined as if the limited partner interests as to which the record limited partner objects and the record limited partner’s other limited partner interests were registered in the names of different record limited partners.
(2) A beneficial limited partner may assert appraisal rights as to a limited partner interest held on behalf of the partner only if such beneficial limited partner:
(a) Submits to the limited partnership the record limited partner’s written consent to the assertion of such rights no later than the date referred to in s. 620.2118(2)(b)2.
(b) Does so with respect to all limited partner interests of the class or series that are beneficially owned by the beneficial 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) › 620.2116 - Notice of appraisal rights.

620.2116 Notice of appraisal rights.—
(1) If a proposed appraisal event is to be submitted to a vote at a limited partners’ meeting, the meeting notice must state that the limited partnership has concluded that partners are, are not, or may be entitled to assert appraisal rights under this act.
(2) If the limited partnership concludes that appraisal rights are or may be available, a copy of ss. 620.2113-620.2124 must accompany the meeting notice sent to those record limited partners entitled to exercise appraisal rights.
(3) If the appraisal event is to be approved other than by a partners’ meeting, the notice referred to in subsection (1) must be sent to all limited partners at the time that consents are first solicited, whether or not consents are solicited from all limited partners, and include the materials described in s. 620.2118.
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) › 620.2117 - Notice of intent to demand payment.

620.2117 Notice of intent to demand payment.—
(1) If a proposed appraisal event is submitted to a vote at a partners’ meeting, or is submitted to a partner pursuant to a consent vote, a limited partner who is entitled to and who wishes to assert appraisal rights with respect to any class or series of limited partner interests:
(a) Must deliver to a general partner of the limited partnership before the vote is taken, or within 20 days after receiving the notice pursuant to s. 620.2116(3) if action is to be taken without a partner meeting, written notice of such person’s intent to demand payment if the proposed appraisal event is effectuated.
(b) Must not vote, or cause or permit to be voted, any limited partner interests of such class or series in favor of the appraisal event.
(2) A person who may otherwise be entitled to appraisal rights, but who does not satisfy the requirements of subsection (1), is not entitled to payment under ss. 620.2113-620.2124.
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) › 620.2119 - Perfection of rights; right to withdraw.

620.2119 Perfection of rights; right to withdraw.—
(1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in the case of certificated partnership interests and the limited partnership so requires, deposit the limited partner’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 620.2118(2)(b)2. Once a limited partner deposits that limited partner’s certificates or, in the case of uncertificated partnership interests, returns the executed form described in s. 620.2118(2), the limited partner loses all rights as a limited partner, unless the limited partner withdraws pursuant to subsection (3). Upon receiving a demand for payment from a limited partner who holds an uncertificated partnership interest, the limited partnership shall make an appropriate notation of the demand for payment in its records.
(2) The limited partnership may restrict the transfer of such limited partner interests from the date the limited partner delivers the items required by subsection (1).
(3) A limited partner who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited partnership in writing by the date set forth in the appraisal notice pursuant to s. 620.2118(2)(b)7. A limited partner who fails to so withdraw from the appraisal process may not thereafter withdraw without the limited partnership’s written consent.
(4) A limited partner who does not execute and return the form and, in the case of certificated partnership interests, deposit that limited partner’s certificates, if so required by the limited partnership, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this act.
(5) If the limited partner’s right to receive fair value is terminated other than by the purchase of the limited partner interest by the limited partnership, all rights of the limited partner, with respect to such limited partner interest, shall be reinstated effective as of the date the limited partner delivered the items required by subsection (1), including the right to receive any intervening payment or other distribution with respect to such partnership interests, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the limited partnership, the fair value thereof in cash as determined by the limited partnership as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited partnership that may have been taken by the limited partnership on or after the date the limited partner delivered the items required by subsection (1).
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) › 620.2120 - Limited partner’s acceptance of limited partnership’s offer.

620.2120 Limited partner’s acceptance of limited partnership’s offer.—
(1) If the limited partner states on the form provided in s. 620.2118(1) that the limited partner accepts the offer of the limited partnership to pay the limited partnership’s estimated fair value for the limited partner interest, the limited partnership shall make such payment to the limited partner within 90 days after the limited partnership’s receipt of the items required by s. 620.2119(1).
(2) Upon payment of the agreed value, the limited partner shall cease to have any interest in the partnership interests.
History.—s. 17, ch. 2005-267; s. 77, 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) › 620.2121 - Procedure if limited partner is dissatisfied with offer.

620.2121 Procedure if limited partner is dissatisfied with offer.—
(1) A limited partner who is dissatisfied with the limited partnership’s offer as set forth pursuant to s. 620.2118(2)(b)5. must notify the limited partnership on the form provided pursuant to s. 620.2118(1) of the limited partner’s estimate of the fair value of the limited partner interest and demand payment of that estimate plus interest.
(2) A limited partner who fails to notify the limited partnership in writing of the limited partner’s demand to be paid the limited partner’s estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 620.2118(2)(b)2. waives the right to demand payment under this section and shall be entitled only to the payment offered by the limited partnership pursuant to s. 620.2118(2)(b)5.
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) › 620.2122 - Court action.

620.2122 Court action.—
(1) If a limited partner makes demand for payment under s. 620.2121 which remains unsettled, the limited partnership shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the partnership interests and accrued interest. If the limited partnership does not commence the proceeding within the 60-day period, any limited partner who has made a demand pursuant to s. 620.2121 may commence the proceeding in the name of the limited partnership.
(2) The proceeding shall be commenced in the appropriate court of the county in which the limited partnership’s principal office, or, if none, its registered office, in this state is located. If the limited partnership is a foreign limited partnership without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic limited partnership was located at the time of the transaction.
(3) All limited partners, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their partnership interests. The limited partnership shall serve a copy of the initial pleading in such proceeding upon each limited partner party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident limited partner party by registered or certified mail or by publication as provided by law.
(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If the court so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The limited partners demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(5) Each partner made a party to the proceeding is entitled to judgment for the amount of the fair value of such limited partner’s limited partner partnership interests, plus interest, as found by the court.
(6) The limited partnership shall pay each such partner the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the limited partner shall cease to have any interest in the limited partnership interests.
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) › 620.2123 - Court costs and counsel fees.

620.2123 Court costs and counsel fees.—
(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the court may assess costs against all or some of the limited partners demanding appraisal, in amounts the court finds equitable, to the extent the court finds such partners acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this act.
(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited partnership and in favor of any or all limited partners demanding appraisal if the court finds the limited partnership did not substantially comply with ss. 620.2116 and 620.2118; or
(b) Against either the limited partnership or a limited partner demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this act.
(3) If the court in an appraisal proceeding finds that the services of counsel for any limited partner were of substantial benefit to other limited partners similarly situated, and that the fees for those services should not be assessed against the limited partnership, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the limited partners who were benefited.
(4) To the extent the limited partnership fails to make a required payment pursuant to s. 620.2120, the limited partner may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the limited partnership all costs and expenses of the suit, including counsel fees.
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) › 620.2124 - Limitation on limited partnership payment.

620.2124 Limitation on limited partnership payment.—
(1) No payment shall be made to a limited partner seeking appraisal rights if, at the time of payment, the limited partnership is unable to meet the distribution standards of s. 620.1508. In such event, the limited partner shall, at the limited partner’s option:
(a) Withdraw the notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the limited partnership; or
(b) Retain the status as a claimant against the limited partnership and, if the limited partnership is liquidated, be subordinated to the rights of creditors of the limited partnership, but have rights superior to the limited partners not asserting appraisal rights, and, if it is not liquidated, retain the right to be paid for the limited partner interests, which right the limited partnership shall be obliged to satisfy when the restrictions of this section do not apply.
(2) The limited partner shall exercise the option under paragraph (1)(a) or paragraph (1)(b) by written notice filed with the limited partnership within 30 days after the limited partnership has given written notice that the payment for the limited partner interests cannot be made because of the restrictions of this section. If the limited partner fails to exercise the option, the limited partner shall be deemed to have withdrawn the notice of intent to assert appraisal rights.
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) › 620.2125 - Application of other laws to provisions governing conversions and mergers.

620.2125 Application of other laws to provisions governing conversions and mergers.—
(1) The provisions of ss. 620.2101-620.2124 do not preclude an entity from being converted or merged under other law.
(2) The provisions of ss. 620.2101-620.2124 do not authorize any act prohibited by other applicable law or change the requirements of any law or rule regulating a specific organization or industry, such as a not-for-profit organization, insurance, banking or investment establishment, or other regulated business or activity.
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) › 620.2201 - Uniformity of application and construction.

620.2201 Uniformity of application and construction.—In applying and construing this act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
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) › 620.2202 - Severability clause.

620.2202 Severability clause.—If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
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) › 620.2203 - Relation to Electronic Signatures in Global and National Commerce Act.

620.2203 Relation to Electronic Signatures in Global and National Commerce Act.—This act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act does not modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or authorize electronic delivery of any of the notices described in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except to the extent permitted pursuant to ss. 15.16, 116.34, and 668.50 of such act.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.2204 - Application to existing relationships.

620.2204 Application to existing relationships.—
(1) Before January 1, 2007, this act governs only:
(a) A limited partnership formed on or after January 1, 2006.
(b) Except as otherwise provided in subsections (3) and (4), a limited partnership formed before January 1, 2006, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this act.
(2) Except as otherwise provided in subsection (3), on and after January 1, 2007, this act governs all limited partnerships.
(3) With respect to a limited partnership formed before January 1, 2006, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(a) The provisions of s. 620.1104(3) do not apply and the limited partnership has whatever duration such limited partnership had under the law applicable immediately before January 1, 2006.
(b) The limited partnership is not required to amend its certificate of limited partnership to comply with s. 620.1201(1)(d).
(c) The provisions of ss. 620.1601 and 620.1602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2006.
(d) The provisions of s. 620.1603(4) do not apply.
(e) The provisions of s. 620.1603(5) do not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2006.
(f) The provisions of s. 620.1801(1)(c) do not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2006.
(4) With respect to a limited partnership that elects pursuant to paragraph (1)(b) to be subject to this act, after the election takes effect the provisions of this act relating to the liability of the limited partnership’s general partners to third parties apply:
(a) Before January 1, 2007, to:
1. A third party that had not done business with the limited partnership in the year before the election took effect.
2. A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election.
(b) On and after January 1, 2007, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (a)2.
History.—s. 17, ch. 2005-267; s. 78, ch. 2006-1; s. 11, ch. 2008-187.
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) › 620.2205 - Savings clause.

620.2205 Savings clause.—This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect.
History.—s. 17, 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) › 620.81001 - Uniformity of application and construction.

620.81001 Uniformity of application and construction.—This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act.
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) › 620.81002 - Short title.

620.81002 Short title.—This act may be cited as the Revised Uniform Partnership Act of 1995.
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) › 620.8102 - Knowledge and notice.

620.8102 Knowledge and notice.—
(1) A person knows a fact if the person has actual knowledge of the fact.
(2) A person has notice of a fact if the person:
(a) Knows of the fact;
(b) Has received a notification of the fact; or
(c) Has reason to know the fact exists from all other facts known to the person at the time in question.
(3) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.
(4) A person receives a notification when the notification:
(a) Comes to the person’s attention; or
(b) Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(5) Except as otherwise provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting a transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
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) › 620.8103 - Effect of partnership agreement; nonwaivable provisions.

620.8103 Effect of partnership agreement; nonwaivable provisions.—
(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Vary the law applicable to a limited liability partnership under s. 620.8106(2);
(c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3);
(d) Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c), but:
1. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
2. All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(e) Unreasonably reduce the duty of care under s. 620.8404(3) or s. 620.8603(2)(c);
(f) Eliminate the obligation of good faith and fair dealing under s. 620.8404(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
(g) Vary the power to dissociate as a partner under s. 620.8602(1), except to require the notice under s. 620.8601(1) to be in writing;
(h) Vary the right of a court to expel a partner under the events specified in s. 620.8601(5);
(i) Vary the requirement to wind up the partnership business in cases specified in s. 620.8801(4), (5), or (6); or
(j) Restrict rights of third parties under this act.
History.—s. 13, ch. 95-242; s. 2, ch. 99-285; s. 18, 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) › 620.8104 - Supplemental principles of law.

620.8104 Supplemental principles of law.—
(1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.
(2) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in s. 687.01.
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) › 620.81054 - Correcting a filed record.

620.81054 Correcting a filed record.—
(1) A partnership or limited liability partnership may correct a document filed by the Department of State within 30 days after filing if:
(a) The document contains an inaccuracy;
(b) The document contains false, misleading, or fraudulent information;
(c) The document was defectively executed, attested, sealed, verified, or acknowledged; or
(d) The electronic transmission of the document was defective.
(2) A document must be corrected by doing both of the following:
(a) Preparing articles of correction that describe the document, including its filing date; specify the inaccuracy or defect to be corrected; and correct the inaccuracy or defect.
(b) Delivering the articles of correction to the Department of State for filing, executed in accordance with s. 620.8105.
(3) Articles of correction are effective as of the effective date of the document they correct except as to persons relying on the uncorrected document who are adversely affected by the correction. As to those persons, articles of correction are effective when filed.
(4) Articles of correction filed to correct false, misleading, or fraudulent information are not subject to a fee of the Department of State if the articles of correction are delivered to the Department of State within 15 days after the notification of filing sent pursuant to s. 620.8105.
History.—s. 10, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.81055 - Fees for filing documents and issuing certificates; powers of the Department of State.

620.81055 Fees for filing documents and issuing certificates; powers of the Department of State.—
(1) The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing:
(a) Partnership registration statement: $50.
(b) Statement of partnership authority: $25.
(c) Statement of denial: $25.
(d) Statement of dissociation: $25.
(e) Statement of dissolution: $25.
(f) Statement of qualification: $25.
(g) Statement of foreign qualification: $25.
(h) Limited liability partnership annual report: $25.
(i) Certificate of merger for each party thereto: $25.
(j) Amendment to any statement or registration: $25.
(k) Cancellation of any statement or registration: $25.
(l) Certified copy of any recording or part thereof: $52.50.
(m) Certificate of status: $8.75.
(n) Certificate of conversion: $25.
(o) Any other document required or permitted to be filed by this act: $25.
(2) The Department of State has the power and authority reasonably necessary to enable it to administer this act efficiently, to perform the duties imposed upon it by this act, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this act conferring duties upon it.
History.—s. 13, ch. 95-242; s. 200, ch. 98-200; s. 4, ch. 99-285; s. 20, ch. 2005-267; s. 14, ch. 2008-187.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8106 - Governing law.

620.8106 Governing law.—
(1) Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among partners and between the partners and a partnership.
(2) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
History.—s. 13, ch. 95-242; s. 5, 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) › 620.8107 - Partnership subject to amendment or repeal of act.

620.8107 Partnership subject to amendment or repeal of act.—A partnership governed by this act is subject to any amendment to or repeal of this act.
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) › 620.8201 - Partnership as entity.

620.8201 Partnership as entity.—
(1) A partnership is an entity distinct from its partners.
(2) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under s. 620.9001.
History.—s. 13, ch. 95-242; s. 6, 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) › 620.8202 - Formation of partnership.

620.8202 Formation of partnership.—
(1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(2) An association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.
(3) In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not, by itself, establish a partnership, even if the co-owners share profits made by the use of the property.
(b) The sharing of gross returns does not, by itself, establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
1. Of a debt by installments or otherwise;
2. For services as an independent contractor or of wages or other compensation to an employee;
3. Of rent;
4. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;
5. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
6. For the sale of the goodwill of a business or other property by installments or otherwise.
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) › 620.8203 - Partnership property.

620.8203 Partnership property.—Property acquired by a partnership is property of the partnership and not of the partners individually.
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) › 620.8204 - When property is partnership property.

620.8204 When property is partnership property.—
(1) Property is partnership property if acquired in the name of:
(a) The partnership; or
(b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(2) Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
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) › 620.8301 - Partner agent of partnership.

620.8301 Partner agent of partnership.—Subject to the effect of a statement of partnership authority under s. 620.8303:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course of partnership business or business of the kind carried on by the partnership, in the geographic area in which the partnership operates, binds the partnership unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by all of the other partners or is authorized by the terms of a written partnership agreement.
History.—s. 13, ch. 95-242.