reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.24 - Application of General Corporation Laws.

618.24 Application of general corporation laws.—The provisions of the laws of this state with respect to corporations for profit and all powers and rights thereunder shall apply to associations organized under this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.
History.—s. 26, ch. 9300, 1923; CGL 6491; s. 29, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.25 - Dissolution.

618.25 Dissolution.—
(1) Any association incorporated under or adopting the provisions of this chapter may be dissolved and its affairs wound up voluntarily by a petition signed by two-thirds of the members or by the holders of two-thirds of the common stock, either in person or by their agent, which petition shall be presented to the circuit judge, who shall direct notice thereof to be published for such time as he or she may judge expedient. After the expiration of the time of such notice, the circuit judge may decree a dissolution and make all necessary orders and decrees for the winding up of its affairs, including the application of its assets toward the satisfaction of the claims of creditors so far as may be and the distribution of any moneys then remaining among its members in proportion to their respective property interests.
(2) Any such association shall continue to be a body corporate for a term of 2 years after the date of the decree or dissolution for the purpose of prosecuting and defending suits and settling its affairs, and the president and directors at the time of its dissolution, and the survivors of them, or such other person as may be appointed by the circuit judge, shall be trustees of such association for that purpose during said term with full power in its name to settle its affairs, collect all sums due it, sell and convey its property, pay its debt as far as may be, and distribute any moneys or property then remaining among those entitled thereto.
History.—s. 27, ch. 14675, 1931; CGL 1936 Supp. 6489(3); s. 113, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.26 - Conditions Under Which Foreign Similar Corporation May Do Business in This State.

618.26 Conditions under which foreign similar corporation may do business in this state.—Any cooperative association with or without capital stock as defined in this chapter heretofore or hereafter organized under the laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon the filing with the Department of State of a certified copy of its articles of incorporation and the payment of a filing fee of $17.50 in lieu of all franchise or license or corporation taxes as required of associations organized under this chapter, and all contracts which could be made by any association organized under this chapter, made by or with such associations shall be legal and valid and enforceable in this state with all of the remedies set forth in this chapter.
History.—s. 25, ch. 14675, 1931; CGL 1936 Supp. 6489(1); ss. 10, 35, ch. 69-106; s. 71, ch. 90-132.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.27 - Use of Term “cooperative.”

618.27 Use of term “cooperative.”—
(1) No person doing business in this state, shall be entitled to use the word “cooperative” as part of its corporate or other business name or title unless it has complied with the provisions of this chapter.
(2) Any person now organized and existing or doing business in this state, and embodying the word “cooperative” as part of its corporate or other business name or title, and which is not organized in compliance with the provisions of this chapter, shall eliminate the word “cooperative” from its said corporate or other business name or title.
History.—s. 20, ch. 9300, 1923; CGL 6485; s. 20, ch. 14675, 1931; s. 7, ch. 22858, 1945.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.28 - This Chapter Not to Affect Certain Laws.

618.28 This chapter not to affect certain laws.—The provisions of this chapter shall not be construed to affect, limit, or in anywise interfere with the rights, powers, or privileges of any corporation or association which exists or which may be hereafter organized under chapter 617 or chapter 619 and laws prior thereto.
History.—s. 29, ch. 9300, 1923; CGL 6494; s. 30, ch. 14675, 1931; s. 6, ch. 16879, 1935; s. 2, ch. 80-192.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.01 - Nonprofit Cooperative Associations; Powers.

619.01 Nonprofit cooperative associations; powers.—Three or more persons engaged in the production, preserving, drying, packing, canning, bottling, shipping, or marketing of agricultural products, as defined in s. 618.01, or in the manufacture or preparation of any confection, extracts, oils, juices, or byproducts, or three or more persons engaged in the production and marketing of aquatic products and sponges, may form a nonprofit cooperative association under the provisions of this chapter to carry on said business. Such associations shall have and may exercise powers authorized by this chapter, powers, necessarily incidental thereto, and all other powers granted to private corporations by the laws of this state, except such powers as are inconsistent with those granted by this chapter.
History.—s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch. 9144, 1923; s. 1, ch. 10097, 1925; CGL 6509; s. 1, ch. 14544, 1929; s. 2, ch. 74-88; s. 1, ch. 88-34.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.02 - Associations Not in Restraint of Trade.

619.02 Associations not in restraint of trade.—No association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition to fix prices arbitrarily, nor shall the marketing contracts, or any agreements authorized in this chapter be considered illegal or in restraint of trade.
History.—s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch. 9144, 1923; s. 1, ch. 10097, 1925; CGL 6509; s. 1, ch. 14544, 1929.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.03 - Prohibitions; Membership; Assignment.

619.03 Prohibitions; membership; assignment.—Such associations shall not have a capital stock, and its business shall not be carried on for profit. Any person, or any number of persons, in addition to the original incorporators, may become members of such association, upon such terms and conditions as to membership and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the said association shall provide in its bylaws. The association shall issue a certificate of membership to each member but the said membership, or the said certificate thereof, shall not be assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the association or to any property rights or interest therein. Nor shall a purchaser at execution sale, or any other person who may succeed, by operation of law or otherwise, to the property interests of a member, be entitled to membership or become a member of the association by virtue of such transfer. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer and to the acceptance of the assignee or transferee as a member of the association, but the association may, by its bylaws, provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed.
History.—s. 2, ch. 5958, 1909; RGS 4511; CGL 6510.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.04 - Articles of Incorporation.

619.04 Articles of incorporation.—Each association formed under this chapter must prepare and file articles of incorporation in the same manner and under the same regulations as required under part I of chapter 607, and therein shall set forth:
(1) The name of the association.
(2) The purpose for which it is formed.
(3) The place where its principal business will be transacted.
(4) The term for which it is to exist, not exceeding 50 years.
(5) The number of directors thereof, which must not be less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors shall have been elected and shall have accepted office.
(6) Whether the voting power and the property rights and interest of each member shall be equal, or unequal, and if unequal these articles shall set forth a general rule applicable to all members by which the voting power and the property rights and interests, respectively, of each member may and shall be determined and fixed, but the association shall have power to admit new members, who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule. This provision of the articles of incorporation may not be altered, amended, or repealed except by the unanimous written consent or the vote of all the members.
(7) Said articles must be subscribed by the original members and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments of deeds of conveyance, and shall be filed in accordance with the provisions of law, and when so filed the said articles of incorporation or certified copies thereof shall be received in all the courts of this state and other places as prima facie evidence of the facts contained therein.
History.—s. 3, ch. 5958, 1909; RGS 4512; CGL 6511; s. 9, ch. 79-9; s. 51, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.05 - Amendment of Articles of Incorporation.

619.05 Amendment of articles of incorporation.—
(1) Any nonprofit cooperative association heretofore or hereafter organized may amend its charter by a two-thirds vote of all its members at any regular meeting, or at a special meeting called for that purpose.
(2) If the proposed alteration or amendment shall be so adopted, the corporation shall prepare a certificate, under its common seal, of the proposed alteration or amendment as adopted by said corporation, which certificate accompanied by said proposed amendment or alteration, shall be signed by the president or vice president of said corporation and attested by its secretary, and file the same with the Department of State; which certificate accompanied by said proposed amendment or alteration, shall be produced to the Governor, who shall examine the same, and if it is found to be in proper form, and that the proposed alteration or amendment has been properly adopted, is lawful and not injurious to the community, and is in accord with the purpose of the charter, the Governor shall approve the same, and thereupon letters patent shall issue, reciting the alteration or amendment; and the said letters patent shall then be recorded by the Department of State, and from the date of the record thereof in the Department of State, said alteration or amendment shall be treated and considered as a part of the charter of said corporation.
History.—s. 1, ch. 17132, 1935; CGL 1936 Supp. 6515(1); s. 17, ch. 61-530; ss. 10, 35, ch. 69-106.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.06 - Bylaws.

619.06 Bylaws.—Each association incorporated under this chapter must, within 30 days after its incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of this law. A majority vote of the members or the written assent of members representing a majority of the votes, is necessary to adopt such bylaws. The provisions of the general laws of this state not inconsistent with the provisions of this chapter shall apply to the bylaws of the corporations provided for in this chapter. Each association may also, by its bylaws adopted as aforesaid, provide for the following matters:
(1) The manner of removal of any one or more of its directors and for filling any and all vacancies in the board of directors.
(2) The number of directors and the number of members or votes thereof constituting a quorum.
(3) The conditions upon which, and the time when, membership of any member in the association shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors (equitably) appraise the expelled member’s property interests in the association and to affix the amount thereof in money, and to have the money paid to him or her within 60 days after such expulsion.
(4) The amount of membership fee, if any, and the amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association, and also the compensation, if any, to be paid by each member for any services rendered by the association to him or her, and the time of payment and the manner of collecting the same, and for forfeiture of the interest of the member in the association for nonpayment of the same.
(5) The number and qualification of members of the association and the conditions precedent to membership, and the method, time and manner of permitting members to withdraw, and providing for the assignment and transfer of the interest of the member, and the manner of determining the value of such interest, and providing for the purchase of such interest by the association upon the death, withdrawal or expulsion of a member or upon the forfeiture of his or her membership, at the option of the association.
(6) Permitting members to vote by their proxies and determining the conditions, manner, form and effect thereof.
History.—s. 4, ch. 5958, 1909; RGS 4513; CGL 6512; s. 114, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.08 - May Own Stock in Certain Corporations.

619.08 May own stock in certain corporations.—Any association formed under this chapter may own or hold stock in any corporation organized under the laws of the state, if such corporation is organized, or conducts, or operates, its business, solely for the benefit or advancement of the interests of persons engaged in the production, preservation, drying, packing, bottling, shipping, or marketing of agricultural products as defined in s. 618.01.
History.—s. 1, ch. 7383, 1917; RGS 4515; CGL 6514; s. 3, ch. 88-34.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 619 - Nonprofit Cooperative Associations › 619.09 - Quo Warranto to Test Validity of Incorporation.

619.09 Quo warranto to test validity of incorporation.—The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its business, may be inquired into by quo warranto at the suit of the Department of Legal Affairs, but not otherwise.
History.—s. 8, ch. 5958, 1909; RGS 4516; CGL 6515; ss. 11, 35, ch. 69-106.
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) › 620.1101 - Popular name.

620.1101 Popular name.—This section and ss. 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.”
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) › 620.1104 - Nature, purpose, and duration of entity.

620.1104 Nature, purpose, and duration of entity.—
(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(2) A limited partnership may be organized under this act for any lawful purpose.
(3) A limited partnership has a perpetual duration.
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) › 620.1105 - Powers.

620.1105 Powers.—A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1106 - Governing law.

620.1106 Governing law.—The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1107 - Supplemental principles of law; rate of interest.

620.1107 Supplemental principles of law; rate of interest.—
(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 same rate of interest that has been determined for judgments in accordance with s. 55.03 shall apply to the obligation in question.
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) › 620.11085 - Reserved name.

620.11085 Reserved name.—
(1) A person may reserve the exclusive use of the name of a limited partnership, including an alternate name for a foreign limited partnership whose name is not available, by delivering an application to the Department of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the department finds that the name of the limited partnership applied for is available, it must reserve the name for the applicant’s exclusive use for a nonrenewable 120-day period.
(2) The owner of a reserved name of a limited partnership may transfer the reservation to another person by delivering to the Department of State a signed notice of the transfer that states the name and address of the transferee.
(3) The Department of State may revoke any reservation if, after a hearing, it finds that the application therefor or any transfer thereof was not made in good faith.
History.—s. 279, 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) › 620.1109 - Department of State; fees.

620.1109 Department of State; fees.—In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are as follows:
(1) For furnishing a certified copy: $52.50 for the first 15 pages plus $1.00 for each additional page.
(2) For filing an original certificate of limited partnership: $965.
(3) For filing an original application for registration as a foreign limited partnership: $965.
(4) For filing certificate of conversion: $52.50.
(5) For filing certificate of merger: $52.50 for each party thereto.
(6) For filing a reinstatement: $500 for each calendar year or part thereof the limited partnership was administratively dissolved or foreign limited partnership was revoked in the records of the Department of State.
(7) For filing an annual report: $411.25.
(8) For filing a certificate:
(a) Designating a registered agent: $35;
(b) Changing a registered agent or registered office address: $35;
(c) Resigning as a registered agent: $87.50; or
(d) Of amendment or restatement of the certificate of limited partnership: $52.50;
(9) For filing a statement of termination: $52.50.
(10) For filing a notice of cancellation for foreign limited partnership: $52.50.
(11) For furnishing a certificate of status or authorization: $8.75.
(12) For filing a certificate of dissolution: $52.50.
(13) For filing a certificate of revocation of dissolution: $52.50.
(14) For filing any other domestic or foreign limited partnership document: $52.50.
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) › 620.1110 - Effect of partnership agreement; nonwaivable provisions.

620.1110 Effect of partnership agreement; nonwaivable provisions.—
(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.
(2) A partnership agreement may not:
(a) Vary a limited partnership’s power under s. 620.1105 to sue, be sued, and defend in its own name;
(b) Vary the law applicable to a limited partnership under s. 620.1106;
(c) Vary the requirements of s. 620.1204;
(d) Vary the information required under s. 620.1111 or unreasonably restrict the right to information under s. 620.1304 or s. 620.1407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(e) Eliminate the duty of loyalty of a general partner under s. 620.1408 but the partnership agreement may:
1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
2. Specify the number, percentage, class, or other type of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(f) Unreasonably reduce the duty of care of a general partner under s. 620.1408(3);
(g) Eliminate the obligation of good faith and fair dealing under ss. 620.1305(2) and 620.1408(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;
(h) Vary the power of a person to dissociate as a general partner under s. 620.1604(1), except to require that the notice under s. 620.1603(1) be in a record;
(i) Vary the power of a court to decree dissolution in the circumstances specified in s. 620.1802;
(j) Vary the requirement to wind up the partnership’s business as specified in s. 620.1803;
(k) Unreasonably restrict the right to maintain an action under s. 620.2001 or s. 620.2002;
(l) Restrict the right of a partner under s. 620.2110(1) to approve a conversion or merger or the right of a general partner under s. 620.2110(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(m) Restrict rights under this act of a person other than a partner or a transferee.
History.—s. 17, ch. 2005-267; s. 72, 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) › 620.1111 - Required information.

620.1111 Required information.—A limited partnership shall maintain at its designated office the following information:
(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.
(3) A copy of any filed certificate of conversion or merger, together with the plan of conversion or plan of merger approved by the partners.
(4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years.
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.
(6) A copy of any financial statement of the limited partnership for the 3 most recent years.
(7) A copy of the three most recent annual reports delivered by the limited partnership to the Department of State pursuant to s. 620.1210.
(8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this act or the partnership agreement.
(9) Unless contained in a partnership agreement made in a record, a record stating:
(a) The amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each partner.
(b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made.
(c) For any person that is both a general partner and a limited partner, a specification of transferable interest the person owns in each capacity.
(d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
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) › 620.1112 - Business transactions of partner with partnership.

620.1112 Business transactions of partner with partnership.—A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of this act, a partner has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1113 - Dual capacity.

620.1113 Dual capacity.—A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this act and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this act and the partnership agreement for limited 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) › 620.1114 - Designated office, registered office, and registered agent.

620.1114 Designated office, registered office, and registered agent.—
(1) A limited partnership shall designate and continuously maintain in this state:
(a) A designated office, which need not be a place of its activity in this state.
(b) A registered agent for service of process upon the limited partnership and a registered office, which shall be the address of its registered agent.
(2) A foreign limited partnership shall designate and continuously maintain in this state a registered agent for service of process and a registered office, which shall be the address of its registered agent.
(3) A registered agent of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1115 - Change of registered agent or registered office.

620.1115 Change of registered agent or registered office.—
(1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of State for filing a statement of change containing:
(a) The name of the limited partnership or foreign limited partnership.
(b) The name of its current registered agent.
(c) If the registered agent is to be changed, the name and written acceptance of the new registered agent.
(d) The street address of its current registered office address for its registered agent.
(e) If the registered office address is to be changed, the new street address in this state of such office.
(2) A statement of change is effective when filed by the Department of State.
(3) The changes described in this section may also be made on the limited partnership or foreign limited partnership’s annual report filed with the Department of State.
History.—s. 17, ch. 2005-267.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1116 - Resignation of registered agent.

620.1116 Resignation of registered agent.—
(1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for filing a signed statement of resignation containing the name of the limited partnership or foreign limited partnership.
(2) After filing the statement with the Department of State, the registered agent shall mail a copy to the limited partnership’s or foreign limited partnership’s current mailing address.
(3) A registered agent is terminated on the 31st day after the Department of State files the statement of resignation.
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) › 620.1117 - Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership.

620.1117 Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership.—
(1) Service of process on a limited partnership or foreign limited partnership must be made in accordance with s. 48.061 and chapter 48 or chapter 49.
(2) Any notice or demand on a limited partnership or foreign limited partnership under this chapter may be given or made to any general partner of the limited partnership or foreign limited partnership, to the registered agent of the limited partnership or foreign limited partnership at the registered office in this state, or to any other address in this state which is in fact the principal office of the limited partnership or foreign limited partnership in this state.
(3) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law.
History.—s. 17, ch. 2005-267; s. 30, 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) › 620.1118 - Consent and proxies of partners.

620.1118 Consent and proxies of partners.—Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by a record appointing the proxy that is signed, either personally or by the partner’s attorney in fact.
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) › 620.1201 - Formation of limited partnership; certificate of limited partnership.

620.1201 Formation of limited partnership; certificate of limited partnership.—
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The certificate must state:
(a) The name of the limited partnership, which must comply with s. 620.1108.
(b) The street and mailing address of the initial designated office of the limited partnership, and the name, street address in this state, and written acceptance of the initial registered agent.
(c) The name and the business address of each general partner; each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.
(d) Whether the limited partnership is a limited liability limited partnership.
(e) Any additional information which may be required by s. 620.2104 or s. 620.2108.
(2) A certificate of limited partnership may also contain any other matters, but may not vary or otherwise affect the provisions specified in s. 620.1110(2) in a manner inconsistent with that section.
(3) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(4), a limited partnership is formed when the Department of State files the certificate of limited partnership.
(4) Subject to subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, a filed certificate of conversion or merger, or a certificate of dissolution or revocation of dissolution, involving the limited partnership:
(a) The partnership agreement prevails as to partners and transferees.
(b) The filed certificate of limited partnership, statement of dissociation, termination, or change, certificate of conversion or merger, or certificate of dissolution or revocation of dissolution prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
History.—s. 17, ch. 2005-267; s. 11, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1203 - Certificate of dissolution; statement of termination.

620.1203 Certificate of dissolution; statement of termination.—
(1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth:
(a) The name of the limited partnership.
(b) The date of filing of its initial certificate of limited partnership.
(c) The reason for filing the certificate of dissolution.
(d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4).
(2) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(4) the dissolution of the limited partnership shall be effective when the Department of State files the certificate of dissolution.
(3) A dissolved limited partnership that has completed winding up may deliver to the Department of State for filing a statement of termination that states:
(a) The name of the limited partnership.
(b) The date of filing of its initial certificate of limited partnership.
(c) The limited partnership has completed winding up its affairs and wishes to file a statement of termination.
(d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4).
History.—s. 17, ch. 2005-267; s. 13, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1205 - Signing and filing pursuant to judicial order.

620.1205 Signing and filing pursuant to judicial order.—
(1) If a person required by this act to sign a record or deliver a record to the Department of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
(a) The person to sign the record;
(b) The person to deliver the record to the Department of State for filing; or
(c) The Department of State to file the record unsigned.
(2) If the person aggrieved under subsection (1) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (1) may seek the remedies provided in subsection (1) in the same action in combination or in the alternative.
(3) A record filed unsigned pursuant to this section is effective without being signed.
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) › 620.1206 - Delivery to and filing of records by Department of State; effective time and date; notice.

620.1206 Delivery to and filing of records by Department of State; effective time and date; notice.—
(1) A record authorized or required to be delivered to the Department of State for filing under this act must be captioned to describe the record’s purpose, be in a medium permitted by the Department of State, and be delivered to the Department of State. Unless the Department of State determines that a record does not comply with the filing requirements of this act, and if all filing fees have been paid, the Department of State shall file the record.
(2) After filing a record, the Department of State shall send a notice to the electronic mail address on file for the limited partnership or foreign limited partnership or the registered agent of such partnership or send a copy of the document to the mailing address of such partnership or registered agent. If the record changes the electronic mail address of the limited partnership or foreign limited partnership, the Department of State must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the limited partnership or foreign limited partnership, the Department of State must send such notice to the new mailing address and to the most recent prior mailing address.
(3) Upon request and payment of a fee, the Department of State shall send to the requester a certified copy of the requested record.
(4) Except as otherwise provided in ss. 620.1116 and 620.1207, a record delivered to the Department of State for filing under this act may specify an effective time and a delayed effective date. Except as otherwise provided in this act, a record filed by the Department of State is effective:
(a) If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Department of State’s endorsement of the date and time on the record;
(b) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(c) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
1. The specified date; or
2. The 90th day after the record is filed; or
(d) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
1. The specified date; or
2. The 90th day after the record is filed.
History.—s. 17, ch. 2005-267; s. 7, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1207 - Correcting filed record.

620.1207 Correcting filed record.—
(1) A limited partnership or foreign limited partnership may deliver to the Department of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Department of State and filed by the Department of State, if at the time of filing the record contained false, misleading, fraudulent, or erroneous information or was defectively signed.
(2) A statement of correction may not state a delayed effective date and must:
(a) Describe the record to be corrected, including its filing date.
(b) Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective.
(c) Correct the incorrect information or defective signature.
(3) When filed by the Department of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(a) For the purposes of s. 620.1103(3) and (4).
(b) As to persons relying on the uncorrected record and adversely affected by the correction.
(4) A statement of correction that is filed under subsection (1) to correct a record that contains false, misleading, or fraudulent information is not subject to a fee of the Department of State if the statement of correction is delivered to the Department of State within 15 days after the notification of filing sent pursuant to s. 620.1206.
History.—s. 17, ch. 2005-267; s. 74, ch. 2006-1; s. 8, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 620 - Partnership Laws › Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205) › 620.1208 - Liability for false information in filed record.

620.1208 Liability for false information in filed record.—
(1) If a record delivered to the Department of State for filing under this act and filed by the Department of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(a) A person that signed the record, or caused another to sign the record on the person’s behalf, and knew the information to be false at the time the record was signed.
(b) A general partner that has notice the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment pursuant to s. 620.1202, file a petition pursuant to s. 620.1205, or deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207.
(2) Signing a record authorized or required to be filed under this act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
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) › 620.1209 - Certificate of status.

620.1209 Certificate of status.—
(1) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of limited partnership. A certificate of status must state:
(a) The limited partnership’s name.
(b) That the limited partnership was duly formed under the laws of this state and the date of formation.
(c) Whether all fees and penalties due to the Department of State under this act have been paid.
(d) Whether the limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State.
(e) Whether the Department of State has administratively dissolved the limited partnership or received a record notifying the Department of State that the limited partnership has been dissolved by judicial action pursuant to s. 620.1802.
(f) Whether the Department of State has filed a certificate of dissolution for the limited partnership.
(g) Whether the Department of State has filed a statement of termination for the limited partnership.
(2) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of authority. A certificate of status must state:
(a) The foreign limited partnership’s name and any alternate name adopted under s. 620.1905(1) for use in this state.
(b) That the foreign limited partnership is authorized to transact business in this state.
(c) Whether all fees and penalties due to the Department of State under this act or other law have been paid.
(d) Whether the foreign limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State.
(e) Whether the Department of State has revoked the foreign limited partnership’s certificate of authority or filed a notice of cancellation.
(3) Subject to any qualification stated in the certificate, a certificate of status issued by the Department of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.
History.—s. 17, ch. 2005-267.