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) › 620.8917 - Action on plan of merger by constituent partnership.

620.8917 Action on plan of merger by constituent partnership.—
(1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must be in, or evidenced by, a record.
(2) Subject to s. 620.8920 and any contractual rights, after a merger is approved, and at any time before a filing is made under s. 620.8918, a constituent partnership may amend the plan or abandon the planned merger:
(a) As provided in the plan.
(b) Except as prohibited by the plan, with the same consent as was required to approve the plan.
History.—s. 22, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.8919 - Effect of merger.

620.8919 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) Title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment.
(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 partnership ceases to exist, the merger does not dissolve the partnership for purposes of this act, and ss. 620.8801-620.8807 shall not apply.
(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 pursuant to s. 48.161.
(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. 22, ch. 2005-267; s. 35, 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) › 620.8920 - Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.

620.8920 Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.—
(1) If a partner of a converting or constituent 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 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 statement of qualification of a limited liability partnership which revokes its status as such is ineffective without the consent of each general partner unless:
(a) The limited liability partnership’s partnership agreement provides for the amendment with the consent of less than all its partners.
(b) Each 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. 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) › 620.8921 - Liability of a partner after conversion or merger.

620.8921 Liability of a partner after conversion or merger.—
(1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 and 620.8703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:
(a) The provisions of this act pertaining to the collection or discharge of the liability continue to apply to the liability.
(b) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership.
(c) If a person is required to pay any amount under this subsection:
1. The person has a right of contribution from each other person that was liable as a partner under s. 620.8306 when the obligation was incurred and has not been released from the obligation under s. 620.8703.
2. Any such rights of contribution and the relative amounts of contribution shall be determined and settled in the same manner as provided in s. 620.8807(3).
(2) In addition to any other liability provided by law:
(a) A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if, 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:
a. The converted or surviving business is the converting or constituent partnership.
b. The converting or constituent partnership is not a limited liability limited partnership.
c. The person is a partner in the converting or constituent partnership.
(b) A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if:
1. Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership.
2. At the time the third party enters into the transaction fewer than 2 years have passed since the person dissociated as a partner, and the third party:
a. Does not have notice of the dissociation.
b. Does not have notice of the conversion or merger.
c. Reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent limited partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.
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) › 620.8922 - Power of partners and persons dissociated as partners to bind organization after conversion or merger.

620.8922 Power of partners and persons dissociated as partners to bind organization after conversion or merger.—
(1) An act of a person who immediately before a conversion or merger became effective was a partner in a converting or constituent 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. 620.8301.
(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 partnership and that the person is a partner in the converting or constituent partnership.
(2) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent 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 partnership under s. 620.8301 if the person had been a partner.
(b) At the time the third party enters into the transaction, fewer than 2 years have passed since the person dissociated as a 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 partnership and that the person is a partner in the converting or constituent 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. 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) › 620.8923 - Application of other laws to provisions governing conversions and mergers.

620.8923 Application of other laws to provisions governing conversions and mergers.—
(1) The provisions of ss. 620.8911-620.8922 do not preclude an entity from being converted or merged under other law.
(2) The provisions of ss. 620.8911-620.8922 do not authorize any act prohibited by any other applicable law or change the requirements of any law or rule regulating a specific organization or industry, including, but not limited to, a not-for-profit organization, insurance, banking or investment establishment, or other regulated business or activity.
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) › 620.9001 - Statement of qualification.

620.9001 Statement of qualification.—
(1) A partnership may become a limited liability partnership pursuant to this section.
(2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
(3) After the approval required by subsection (2), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(a) The name of the partnership as identified in the records of the Department of State;
(b) The street address of the partnership’s chief executive office and, if different, the street address of its principal office in this state, if there is one;
(c) The name and street address of the partnership’s agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state;
(d) A statement that the partnership elects to be a limited liability partnership; and
(e) A deferred effective date, if any.
(4) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.
(5) The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3).
(6) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(7) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
History.—s. 23, 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) › 620.9002 - Name.

620.9002 Name.—The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”
History.—s. 24, 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) › 620.9003 - Annual report.

620.9003 Annual report.—
(1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains:
(a) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;
(b) The current street address of the partnership’s chief executive office and, if different, the current street address of its principal office in this state, if there is one;
(c) The partnership’s Federal Employer Identification Number, if any, or, if none, whether one has been applied for; and
(d) The name and street address of the partnership’s current agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state.
(2) An annual report must be filed between January 1 and May 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.
(3) The Department of State may administratively revoke the statement of qualification of a partnership that fails to file its annual report and pay the required filing fee by 5 p.m. Eastern Time on the third Friday in September. The Department of State shall serve a 60-day notice on the limited liability partnership of its intent to revoke the statement of qualification. If the partnership has provided the department with an electronic mail address, such notice shall be by electronic transmission. Revocation for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of revocation of the statement of qualification to each revoked partnership. Issuance of the certificate of revocation of the statement of qualification may be by electronic transmission to any partnership that has provided the department with an electronic mail address.
(4) A revocation under subsection (3) affects only a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.
(5) A partnership whose statement of qualification has been administratively revoked may apply to the Secretary of State for reinstatement within 2 years after the effective date of the revocation. The application must state:
(a) The name of the partnership and the effective date of the revocation; and
(b) That the ground for revocation either did not exist or has been corrected.
(6) A reinstatement under subsection (5) relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.
History.—s. 25, ch. 99-285; s. 23, ch. 2009-72.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.9101 - Law governing foreign limited liability partnership.

620.9101 Law governing foreign limited liability partnership.—
(1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(2) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this state.
(3) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
History.—s. 26, 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) › 620.9102 - Statement of foreign qualification.

620.9102 Statement of foreign qualification.—
(1) Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement of foreign qualification. The statement must contain:
(a) The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP”;
(b) The street address of the partnership’s chief executive office and, if different, the street address of its principal office in this state, if there is one;
(c) The name and street address of the partnership’s agent for service of process who must be an individual resident of this state or other person authorized to do business in this state; and
(d) A deferred effective date, if any.
(2) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.
(3) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
History.—s. 27, 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) › 620.9103 - Effect of failure to qualify.

620.9103 Effect of failure to qualify.—
(1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
(2) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(3) Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.
(4) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the Secretary of State may accept substituted service of process, pursuant to the provisions of s. 48.181 with respect to actions arising out of the transaction of business in this state.
History.—s. 28, 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) › 620.9104 - Activities not constituting transacting business.

620.9104 Activities not constituting transacting business.—
(1) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include, but are not limited to:
(a) Maintaining, defending, or settling an action or proceeding.
(b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs.
(c) Maintaining accounts in financial institutions.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
(h) Securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.
(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature.
(j) Transacting business in interstate commerce.
(k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(m) Owning, without more, real or personal property.
(2) For purposes of this act, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.
(3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
History.—s. 29, ch. 99-285; s. 23, 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) › 620.9105 - Action by Attorney General.

620.9105 Action by Attorney General.—The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of ss. 620.9101-620.9104.
History.—s. 30, 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) › 620.9901 - Applicability.

620.9901 Applicability.—Effective January 1, 1998, the Revised Uniform Partnership Act of 1995 governs all partnerships.
History.—s. 14, ch. 95-242; s. 34, ch. 99-285; s. 43, ch. 2001-63; s. 115, ch. 2005-2.
Note.—Former s. 620.90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902) › 620.9902 - Saving clause.

620.9902 Saving clause.—The Revised Uniform Partnership Act of 1995 does not affect any action or proceeding commenced or any right accrued before January 1, 1996.
History.—s. 15, ch. 95-242; s. 35, ch. 99-285.
Note.—Former s. 620.91.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.01 - Legislative Intent.

621.01 Legislative intent.—It is the legislative intent to provide for the incorporation or organization as a limited liability company of an individual or group of individuals, professional corporations, or professional limited liability companies to render the same professional service to the public for which such individuals, individual shareholders of professional corporations, or members of limited liability companies are required by law to be licensed or to obtain other legal authorization.
History.—s. 1, ch. 61-64; s. 1, ch. 93-110; s. 74, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.02 - Short Title.

621.02 Short title.—This act may be cited as the “Professional Service Corporation and Limited Liability Company Act.”
History.—s. 2, ch. 61-64; s. 2, ch. 93-110; s. 75, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.03 - Definitions.

621.03 Definitions.—As used in this act the following words shall have the meaning indicated:
(1) The term “professional service” means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization. By way of example and without limiting the generality thereof, the personal services which come within the provisions of this act are the personal services rendered by certified public accountants, public accountants, chiropractic physicians, dentists, osteopathic physicians, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatric physicians, chiropodists, architects, veterinarians, attorneys at law, and life insurance agents.
(2) The term “professional corporation” means a corporation which is organized under this act for the sole and specific purpose of rendering professional service and which has as its shareholders only other professional corporations, professional limited liability companies, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the corporation.
(3) The term “professional limited liability company” means a limited liability company that is organized under this act for the sole and specific purpose of rendering professional service and that has as its members only other professional limited liability companies, professional corporations, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the limited liability company.
History.—s. 3, ch. 61-64; s. 3, ch. 93-110; s. 76, ch. 93-284; s. 56, ch. 97-264; ss. 220, 289, ch. 98-166.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.04 - Exemptions.

621.04 Exemptions.—This act shall not apply to any individuals or groups of individuals within this state who prior to the passage of this act were permitted to organize a corporation or limited liability company and perform personal services to the public by the means of a corporation or limited liability company, and this act shall not apply to any corporations or limited liability companies organized by such individual or group of individuals prior to the passage of this act; provided, however, an individual or group of individuals or any such corporation or limited liability company may bring themselves and such corporation or limited liability company within the provisions of this act by amending the articles of incorporation, if a corporation, or the articles of organization, if a limited liability company, in such a manner so as to be consistent with all the provisions of this act and by affirmatively stating in the amended articles that the shareholders or members have elected to bring the corporation or limited liability company within the provisions of this act.
History.—s. 4, ch. 61-64; s. 4, ch. 93-110; s. 77, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.05 - Corporation Organization.

621.05 Corporation organization.—One or more individuals, professional corporations, or professional limited liability companies, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of chapter 607 for the sole and specific purpose of rendering the same and specific professional service.
History.—s. 5, ch. 61-64; s. 10, ch. 79-9; s. 5, ch. 93-110; s. 78, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.051 - Limited Liability Company Organization.

621.051 Limited liability company organization.—A group of professional service corporations, professional limited liability companies, or individuals, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become members of a professional limited liability company for pecuniary profit under the provisions of chapter 605 for the sole and specific purpose of rendering the same and specific professional service.
History.—s. 6, ch. 93-110; s. 79, ch. 93-284; ss. 22, 23, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.06 - Rendition of Professional Services, Limitations.

621.06 Rendition of professional services, limitations.—No corporation or limited liability company organized under this act may render professional services except through its members, officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services; provided, however, this provision shall not be interpreted to include in the term “employee,” as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required; and provided further, that nothing contained in this act shall be interpreted to require that the right of an individual to be a shareholder of a corporation or a member of a limited liability company organized under this act, or to organize such a corporation or limited liability company, is dependent upon the present or future existence of an employment relationship between him or her and such corporation or limited liability company, or his or her present or future active participation in any capacity in the production of the income of such corporation or limited liability company or in the performance of the services rendered by such corporation or limited liability company.
History.—s. 6, ch. 61-64; s. 1, ch. 67-590; s. 7, ch. 93-110; s. 80, ch. 93-284; s. 170, ch. 97-102; s. 18, ch. 2008-187.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.07 - Liability of Officers, Agents, Employees, Shareholders, Members, and Corporation or Limited Liability Company.

621.07 Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company.—Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided, however, that any officer, agent, member, manager, or employee of a corporation or limited liability company organized under this act shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by that person, or by any person under that person’s direct supervision and control, while rendering professional service on behalf of the corporation or limited liability company to the person for whom such professional services were being rendered; and provided further that the personal liability of shareholders of a corporation, or members of a limited liability company, organized under this act, in their capacity as shareholders or members of such corporation or limited liability company, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under chapter 607 or a member-employee of a limited liability company organized under chapter 605. The corporation or limited liability company shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, members, managers, or employees while they are engaged on behalf of the corporation or limited liability company in the rendering of professional services.
History.—s. 7, ch. 61-64; s. 2, ch. 67-590; s. 11, ch. 79-9; s. 8, ch. 93-110; s. 81, ch. 93-284; ss. 24, 25, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.08 - Limitation on Corporation’s or Limited Liability Company’s Business Transactions; Investment of Funds.

621.08 Limitation on corporation’s or limited liability company’s business transactions; investment of funds.—No corporation or limited liability company organized under this act shall engage in any business other than the rendering of the professional services for which it was specifically organized; provided, however, nothing in this act or in any other provisions of existing law applicable to corporations or limited liability companies shall be interpreted to prohibit such corporation or limited liability company from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or from owning real or personal property necessary for the rendering of professional services.
History.—s. 8, ch. 61-64; s. 9, ch. 93-110; s. 82, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.09 - Limitation on Issuance and Transfer of Ownership.

621.09 Limitation on issuance and transfer of ownership.—
(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. No shareholder of a corporation organized under this act shall enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of that person’s stock.
(2) No person shall be admitted as a member of a limited liability company organized under this act, unless such person is a professional corporation, a professional limited liability company, or an individual, each of which must be duly licensed or otherwise legally authorized to render the same specific professional services as those for which the limited liability company is organized. No member of a limited liability company organized under this act shall enter into any type of agreement vesting another person with the authority to exercise any of that member’s voting power in the limited liability company.
History.—s. 9, ch. 61-64; s. 10, ch. 93-110; s. 83, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.10 - Disqualification of Member, Shareholder, Officer, Agent, or Employee; Administrative Dissolution.

621.10 Disqualification of member, shareholder, officer, agent, or employee; administrative dissolution.—If any member, officer, shareholder, agent, or employee of a corporation or limited liability company organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services or accepts employment that, pursuant to existing law, places restrictions or limitations upon that person’s continued rendering of such professional services, that person shall sever all employment with, and financial interests in, such corporation or limited liability company forthwith. A corporation’s or limited liability company’s failure to require compliance with this provision shall constitute a ground for the judicial dissolution of the corporation or limited liability company. When a corporation’s or limited liability company’s failure to comply with this provision is brought to the attention of the Department of State, the department forthwith shall certify that fact to the Department of Legal Affairs for appropriate action to dissolve the corporation or limited liability company.
History.—s. 10, ch. 61-64; ss. 10, 11, 35, ch. 69-106; s. 1, ch. 69-288; s. 1, ch. 70-305; s. 1, ch. 70-439; s. 11, ch. 93-110; s. 84, ch. 93-284; s. 19, ch. 2008-187.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.11 - Alienation of Shares and Ownership Interests; Restrictions.

621.11 Alienation of shares and ownership interests; restrictions.—
(1) No shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a shareholder of such corporation.
(2) No member of a limited liability company organized under this act may sell or transfer ownership interest in the limited liability company except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a member of the limited liability company.
History.—s. 11, ch. 61-64; s. 3, ch. 67-590; s. 12, ch. 93-110; s. 85, ch. 93-284; s. 171, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.12 - Identification With Individual Shareholders or Individual Members.

621.12 Identification with individual shareholders or individual members.—
(1) The name of a corporation or limited liability company organized under this act may contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual members of the corporation, limited liability company, a predecessor corporation or limited liability company, or partnership.
(2) The name shall also contain:
(a) The word “chartered”; or
(b)1. In the case of a professional corporation, the words “professional association,” or the abbreviation “P.A.” or the designation “PA”; or
2. In the case of a professional limited liability company formed before January 1, 2014, the words “professional limited company” or “professional limited liability company,” the abbreviation “P.L.” or “P.L.L.C.” or the designation “PL” or “PLLC,” in lieu of the words “limited company” or “limited liability company,” or the abbreviation “L.C.” or “L.L.C.” or the designation “LC” or “LLC” as otherwise required under s. 605.0112 or former s. 608.406.
3. In the case of a professional limited liability company formed on or after January 1, 2014, the words “professional limited liability company,” the abbreviation “P.L.L.C.” or the designation “PLLC,” in lieu of the words “limited liability company,” or the abbreviation “L.L.C.” or the designation “LLC” as otherwise required under s. 605.0112.
(3) In the case of a corporation, the use of the word “company,” “corporation,” or “incorporated” or any other word, abbreviation, affix, or prefix indicating that it is a corporation in the corporate name of a corporation organized under this act, other than the word “chartered” or the words “professional association” or the abbreviation “P.A.,” is specifically prohibited.
(4) It shall be permissible, however, for the corporation or limited liability company to render professional services and to exercise its authorized powers under a name which is identical to its name or contains any one or more of the last names of any shareholder or member included in such name except that the word “chartered,” the words “professional association,” “professional limited company,” or “professional limited liability company,” the abbreviations “P.A.,” “P.L.,” or “P.L.L.C.,” or the designation “PA,” “PL,” or “PLLC” may be omitted, provided that the corporation or limited liability company has first registered the name to be so used in the manner required for the registration of fictitious names.
History.—s. 12, ch. 61-64; s. 1, ch. 77-134; s. 1, ch. 87-41; s. 13, ch. 93-110; s. 86, ch. 93-284; s. 26, ch. 2013-180; s. 32, ch. 2015-148; s. 283, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.13 - Applicability of Chapters 605 and 607.

621.13 Applicability of chapters 605 and 607.—
(1) Chapter 607 is applicable to a corporation organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of chapter 607. In such event, the provisions and sections of this act shall take precedence with respect to a corporation organized pursuant to the provisions of this act.
(2) Chapter 605 is applicable to a limited liability company organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of chapter 605. In such event, the provisions and sections of this act shall take precedence with respect to a limited liability company organized pursuant to the provisions of this act.
(3) A professional corporation or limited liability company heretofore or hereafter organized under this act may change its business purpose from the rendering of professional service to provide for any other lawful purpose by amending its certificate of incorporation in the manner required for an original incorporation under chapter 607 or by amending its certificate of organization in the manner required for an original organization under chapter 605. However, such an amendment, when filed with and accepted by the Department of State, shall remove such corporation or limited liability company from the provisions of this chapter including, but not limited to, the right to practice a profession. A change of business purpose shall not have any effect on the continued existence of the corporation or limited liability company.
History.—s. 13, ch. 61-64; ss. 10, 35, ch. 69-106; s. 2, ch. 69-288; s. 210, ch. 77-104; s. 179, ch. 90-179; s. 14, ch. 93-110; s. 87, ch. 93-284; s. 20, ch. 2008-187; ss. 27, 28, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 621 - Professional Service Corporations and Limited Liability Companies › 621.14 - Construction of Law.

621.14 Construction of law.—The provisions of this act shall not be construed as repealing, modifying, or restricting the applicable provisions of law relating to incorporations, organization of limited liability companies, sales of securities, or regulating the several professions enumerated in this act except insofar as such laws conflict with the provisions of this act.
History.—s. 15, ch. 61-64; s. 15, ch. 93-110; s. 88, ch. 93-284.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 622 - Foreign Unincorporated Associations › 622.01 - Qualification Permissive.

622.01 Qualification permissive.—Qualification in compliance with this chapter is not and shall not be mandatory, and is and shall be optional, as a permissive alternative to compliance with any other law or laws with respect to the trade, business, or fictitious name or style, and the recording, registration, or publication thereof, under which business may be transacted by an unincorporated association, company, or group of persons; but no foreign association, as defined hereinafter, shall enjoy or exercise the powers conferred by this chapter unless it shall have qualified in compliance herewith.
History.—s. 1, ch. 23897, 1947.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 622 - Foreign Unincorporated Associations › 622.02 - Definitions.

622.02 Definitions.—
(1) The term “foreign association” as used in this chapter shall mean and include any unincorporated joint stock association for profit, created and existing under the laws of any state other than this state, or of the District of Columbia, or of any territory or possession of the United States, engaged in any business or businesses other than the banking, trust, or insurance business, and having written articles of association, capital stock divided into shares, and a name including the word “company” or “association” or “society”; but shall not mean nor include any unincorporated association, company or group of persons engaged in the banking, trust, or insurance business.
(2) The term “association” as used in this chapter shall mean and include any foreign association that shall have qualified, in the manner permitted by this chapter, to transact business and acquire, hold, and dispose of property, and sue and be sued in this state.
History.—s. 2, ch. 23897, 1947.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 622 - Foreign Unincorporated Associations › 622.03 - Qualification.

622.03 Qualification.—Any foreign association may qualify to transact business and acquire, hold, and dispose of property, and sue and be sued in this state, by complying with all requirements of law, including but not limited to the paying of all fees, taxes, and other charges, now or hereafter prescribed for qualification by foreign corporations for profit to transact business in this state, and all laws heretofore or hereafter enacted prescribing requirements to be observed by foreign corporations for profit in so qualifying shall apply to and govern and control such qualification by foreign associations, except that in lieu of filing an authenticated copy of any charter, or certificate of incorporation, or articles of incorporation, the foreign association shall file a duly authenticated copy of its written articles of association.
History.—s. 3, ch. 23897, 1947.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 622 - Foreign Unincorporated Associations › 622.04 - Process.

622.04 Process.—Every association shall comply with all requirements of law, including but not limited to the paying of all fees and charges, now or hereafter prescribed for the designation and maintenance of an office for the service of process, the appointment of a resident agent upon whom process may be served, and the acceptance of such appointment, by foreign corporations for profit qualified to transact business in this state, and all laws heretofore or hereafter enacted with respect to such offices and agents shall apply to and govern and control all associations.
History.—s. 4, ch. 23897, 1947; s. 11, ch. 25035, 1949.