PART I FLORIDA REVISED UNIFORM LIMITED PARTNERSHIP ACT OF 2005

PART II REVISED UNIFORM PARTNERSHIP ACT

CHAPTER 620

620.1101 Popular name.

History. — s. 17, ch. 2005-267.

620.1102

Definitions.

(1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended.

(2) “Certificate of limited partnership” means the certificate required by s. 620.1201. The term includes the certificate as amended or restated.

(3) “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner.

(4) “Debtor in bankruptcy” means a person that is the subject of:

(5) “Designated office” means:

(6) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(7) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to s. 620.1404(3).

(8) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(9) “General partner” means:

(10) “Limited liability limited partnership,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership, or which was a limited liability limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).

(11) “Limited partner” means:

(12) “Limited partnership,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this act by two or more persons or becomes subject to this act as the result of a conversion or merger under this act, or which was a limited partnership governed by the laws of this state when this act became a law and became subject to this act under s. 620.2204(1) or (2). The term includes a limited liability limited partnership.

(13) “Partner” means a limited partner or general partner.

(14) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination thereof, concerning the limited partnership. The term includes the agreement as amended or restated.

(15) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.

(16) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership.

(17) “Principal office” means the office at which the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.

(18) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(19) “Registered agent” means the person acting as the registered agent of the limited partnership for service of process and meeting the requirements in s. 620.1114.

(20) “Registered office” means the address of the registered agent meeting the requirements of s. 620.1114.

(21) “Required information” means the information that a limited partnership is required to maintain under s. 620.1111.

(22) “Sign” means to:

(23) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(24) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.

(25) “Transferable interest” means a partner’s right to receive distributions.

(26) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

History. — s. 17, ch. 2005-267.

620.1103 Knowledge and notice.

(1) A person knows a fact if the person has actual knowledge of the fact.

(2) A person has notice of a fact if the person:

(3) A certificate of limited partnership on file in the Department of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (4), the certificate is not notice of any other fact.

(4) A person has notice of:

(5) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.

(6) A person receives a notification when the notification:

(7) Except as otherwise provided in subsection (8), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence.

A person other than an individual exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(8) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.

History. — s. 17, ch. 2005-267.

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.

620.1105 Powers.

History. — s. 17, ch. 2005-267.

620.1106 Governing law.

History. — s. 17, ch. 2005-267.

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.

620.1108 Name.

(1) The name of a limited partnership may contain the name of any partner.

(2) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “limited” or the abbreviation “L.P.” or “Ltd.” or the designation “LP,” and may not contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or the designation “LLLP,” as will clearly indicate that it is a limited partnership instead of a natural person, corporation, limited liability company, or other business entity.

(3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or designation “LLLP,” as will clearly indicate that it is a limited liability limited partnership instead of a natural person or other business entity, except that a limited liability limited partnership organized prior to January 1, 2006, that was using an abbreviation or designation permitted under prior law shall be entitled to continue using such abbreviation or designation until its dissolution.

(4) The name of a limited partnership must be distinguishable in the records of the Department of State from the names of all other entities or filings that are on file with the Department of State, except fictitious name registrations pursuant to s. 865.09, general partnership registrations pursuant to s. 620.8105, and limited liability partnership statements pursuant to s. 620.9001 which are organized, registered, or reserved under the laws of this state; however, a limited partnership or a limited liability limited partnership may register under a name that is not otherwise distinguishable on the records of the Department of State with the written consent of the other entity if the consent is filed with the Department of State at the time of registration of such name and if such name is not identical to the name of the other entity.

A name that is different from the name of another entity or filing due to any of the following is not considered distinguishable:

(5) Subject to s. 620.1905, this

section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.

(6) A limited partnership or a limited liability limited partnership in existence before January 1, 2020, that has a name that does not clearly indicate that it is a limited partnership or a limited liability limited partnership instead of a natural person, corporation, limited liability company, or other business entity may continue using its name until it dissolves or amends its name in the records of the Department of State.

History. — s. 17, ch. 2005-267; s. 71, ch. 2006-1; s. 35, ch. 2014-209; s. 278, ch. 2019-90.

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.

620.1109 Department of State; fees.

(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:

(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.

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:

History. — s. 17, ch. 2005-267; s. 72, ch. 2006-1.

620.1111 Required 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:

History. — s. 17, ch. 2005-267.

620.1112 Business transactions of partner with partnership.

History. — s. 17, ch. 2005-267.

620.1113 Dual capacity.

History. — s. 17, ch. 2005-267.

620.1114 Designated office, registered office, and registered agent.

(1) A limited partnership shall designate and continuously maintain in this state:

(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.

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:

(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.

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.

620.1117 Service of process.

(1) A registered agent appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.

(2) If a limited partnership or foreign limited partnership does not appoint or maintain a registered agent in this state or the registered agent cannot with reasonable diligence be found at the address of the registered office, the Department of State shall be an agent of the limited partnership or foreign limited partnership upon whom process, notice, or demand may be served.

(3) Service of any process, notice, or demand on the Department of State may be made by delivering to and leaving with the Department of State duplicate copies of the process, notice, or demand.

(4) Service is effected under subsection (3) upon the date shown as having been received by the Department of State.

(5) The Department of State shall keep a record of each process, notice, and demand served pursuant to this

section and record the time of, and the action taken regarding, the service.

(6) This

section does not affect the right to serve process, notice, or demand in any other manner provided by law.

History. — s. 17, ch. 2005-267; s. 30, ch. 2022-190.

620.1118 Consent and proxies of partners.

History. — s. 17, ch. 2005-267.

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:

(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:

History. — s. 17, ch. 2005-267; s. 11, ch. 2018-58.

620.1202 Amendment or restatement of certificate.

(1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an amendment or restatement or, pursuant to s. 620.2108, certificate of merger stating:

(2) A limited partnership shall promptly deliver to the Department of State for filing an amendment to or restatement of a certificate of limited partnership to reflect:

(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(4) A certificate of limited partnership may be amended or restated at any time for any other proper purpose as determined by the limited partnership.

(5) Subject to s. 620.1206(4), an amendment or restated certificate is effective when filed by the Department of State.

(6) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the Department of State one or more certificates or other instruments pursuant to any provision of this section, and the limited partnership may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership in accordance with subsections (7)-(10).

(7) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or restated by any instrument that was executed and filed pursuant to any of the subsections in this section, the restated certificate shall be specifically designated in its heading as a “Restated Certificate of Limited Partnership,” together with such other words as the limited partnership may deem appropriate, and shall be executed by at least one general partner and filed as provided by this act with the Department of State.

If the restated certificate restates and integrates and also further amends in any respect the initial certificate of limited partnership, as theretofore amended or restated, the restated certificate shall be specifically designated in its heading as an “Amended and Restated Certificate of Limited Partnership,” together with such other words as the limited partnership may deem appropriate, and shall be executed by at least one general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner and filed as provided by this act with the Department of State.

(8) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership’s present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original certificate of limited partnership with the Department of State; and, subject to s. 620.1206(4), the delayed effective date or time, which shall be a date or time certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate.

A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership’s certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(9) Upon the filing of the restated certificate of limited partnership with the Department of State, or upon the delayed effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded. Thereafter, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(10) Any amendment or change effected in accordance with subsections (7)-(9) and this subsection shall be subject to any other provisions of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

History. — s. 17, ch. 2005-267; s. 12, ch. 2018-58.

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:

(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:

History. — s. 17, ch. 2005-267; s. 13, ch. 2018-58.

620.1204 Signing of records.

(1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner:

(2) Any person may sign by an attorney in fact any record to be filed pursuant to this act.

History. — s. 17, ch. 2005-267; s. 73, ch. 2006-1.

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:

(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.

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:

History. — s. 17, ch. 2005-267; s. 7, ch. 2018-58.

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:

(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:

(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.

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:

(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.

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:

(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:

(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.

620.1210 Annual report for Department of State.

(1) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Department of State for filing an annual report that states:

(2) Information in an annual report must be current as of the date the annual report is delivered to the Department of State for filing.

(3) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Department of State between January 1 and May 1 of each subsequent calendar year.

(4) If an annual report does not contain the information required in subsection (1), the Department of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (1) and delivered to the Department of State within 30 days after the effective date of the notice, it is timely delivered.

(5) If a filed annual report contains the address of a designated office, name of a registered agent, or registered office address which differs from the information shown in the records of the Department of State immediately before the filing, the differing information in the annual report is considered a statement of change under s. 620.1115.

History. — s. 17, ch. 2005-267.

620.1301 Becoming limited partner.

(1) As provided in the partnership agreement;

(2) As the result of a conversion or merger involving the limited partnership under this act as provided in the plan of conversion or merger; or

(3) With the consent of all the partners.

History. — s. 17, ch. 2005-267.

620.1302 No right or power as limited partner to bind limited partnership; certain approval rights.

(1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

(2) The limited partners have only those approval rights as are described in s. 620.1406.

History. — s. 17, ch. 2005-267.

620.1303 No liability as limited partner for limited partnership obligations.

History. — s. 17, ch. 2005-267.

620.1304 Right of limited partner and former limited partner to information.

(1) Upon 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office. The limited partner need not have any particular purpose for seeking the information.

(2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if:

(3) Within 10 days after receiving a demand pursuant to subsection (2), the limited partnership in a record shall inform the limited partner that made the demand:

(4) Subject to subsection (6), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office if:

(5) The limited partnership shall respond to a demand made pursuant to subsection (4) in the same manner as provided in subsection (3).

(6) If a limited partner dies, s. 620.1704 applies.

(7) Subject to s. 620.1110(2)(d), the limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(8) A limited partnership may charge a person that makes a demand under this

section reasonable costs of copying, limited to the costs of labor and material.

(9) Whenever this act or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner’s decision that the limited partnership knows.

(10) A limited partner or person dissociated as a limited partner may exercise the rights under this

section through an attorney or other agent. Any restriction imposed under subsection (7) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.

(11) The rights stated in this

section do not extend to a person as transferee but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.

History. — s. 17, ch. 2005-267.

620.1305 Limited duties of limited partners.

(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. To the extent a limited partner is vested with or delegated management powers or duties under the partnership agreement, the only fiduciary duties that such limited partner has to the limited partnership and the other partners with respect to the exercise of such powers or duties are those duties described in s. 620.1408, subject to the same standards and limitations that would apply to a general partner under that

section with respect to the exercise of such powers or duties.

(2) A limited partner shall discharge the duties to the limited partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(3) A limited partner does not violate a duty or obligation under this act or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.

History. — s. 17, ch. 2005-267.

620.1306 Person erroneously believing self to be limited partner.

(1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:

(2) A person that makes an investment described in subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Department of State files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.

(3) If a person makes a diligent effort in good faith to comply with paragraph (1)(

a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (1)(

b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.

History. — s. 17, ch. 2005-267.

620.1401 Becoming general partner.

(1) As provided in the partnership agreement;

(2) Under s. 620.1801(1)(

c) following the dissociation of a limited partnership’s last general partner;

(3) As the result of a conversion or merger involving the limited partnership under this act as provided for in the plan of conversion or merger; or

(4) With the consent of all the partners.

History. — s. 17, ch. 2005-267.

620.1402 General partner agent of limited partnership.

(1) Each general partner is an agent of the limited partnership for the purposes of its activities.

An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under s. 620.1103(4) that the general partner lacked authority.

(2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was approved by the other partners as provided in s. 620.1406.

History. — s. 17, ch. 2005-267.

620.1403 Limited partnership liable for general partner’s actionable conduct.

(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.

(2) If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.

History. — s. 17, ch. 2005-267.

620.1404 General partner’s liability.

(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.

(3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under s. 620.1406.

History. — s. 17, ch. 2005-267.

620.1405 Actions by and against partnership and partners.

(1) To the extent not inconsistent with s. 620.1404, a general partner may be joined in an action against the limited partnership or named in a separate action.

(2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.

(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under s. 620.1404 and:

History. — s. 17, ch. 2005-267.

620.1406 Management rights of general partner; approval rights of other partners.

(1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners, except that the following actions require the approval of all general partners:

(2) The expulsion of a general partner under s. 620.1603 shall require the consent of all of the other general partners.

(3) In addition to the approval of the general partners required by subsections (1) and (2), the approval of all limited partners shall also be required in order to take any of the actions under subsection (1) or subsection (2) with the exception of a transaction described in paragraph (1)(e), a transaction described in paragraph (1)(h), or a transaction described in paragraph (1)(i).

(4) The approval of a plan of conversion under s. 620.2103 or a plan of merger under s. 620.2107 shall also require the consent of the limited partners in the manner described therein.

(5) The expulsion of a limited partner described in paragraph (1)(

e) shall also require the consent of all of the other limited partners. A transaction described in paragraph (1)(

i) shall also require approval of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.

(6) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property if such payments were made or such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.

(7) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

(8) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (6) or subsection (7) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

(9) A general partner is not entitled to remuneration for services performed for the partnership.

History. — s. 17, ch. 2005-267; s. 8, ch. 2008-187.

620.1407 Right of general partner and former general partner to information.

(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:

(2) Each general partner and the limited partnership shall furnish to a general partner:

(3) Subject to subsection (5), upon 10 days’ demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) at the location specified in subsection (1) if:

(4) The limited partnership shall respond to a demand made pursuant to subsection (3) in the same manner as provided in s. 620.1304(3).

(5) If a general partner dies, s. 620.1704 applies.

(6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this

section reasonable costs of copying, limited to the costs of labor and material.

(8) A general partner or person dissociated as a general partner may exercise the rights under this

section through an attorney or other agent. Any restriction imposed under subsection (6) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.

(9) The rights under this

section do not extend to a person as transferee, but the rights under subsection (3) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under s. 620.1603(7)(

b) or (c).

History. — s. 17, ch. 2005-267; s. 75, ch. 2006-1.

620.1408 General standards of conduct for general partner.

(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3).

(2) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:

(3) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(4) A general partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(5) A general partner does not violate a duty or obligation under this act or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.

History. — s. 17, ch. 2005-267.

620.1501 Form of contribution.

History. — s. 17, ch. 2005-267.

620.1502 Liability for contribution.

(1) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall be in a record signed by the partner, and such obligation shall not be excused by the partner’s death, disability, or other inability to perform personally.

(2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.

(3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (1), without notice of any compromise under this subsection, may enforce the original obligation.

(4) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure.

Such penalty or consequence may take the form of reducing the partner’s proportionate interest in the limited partnership, subordinating the partner’s partnership interests to that of nondefaulting partners, a forced sale, or the forfeiture of the partner’s interest in the limited partnership, the lending by other partners of the amount necessary to meet the partner’s commitment, a fixing of the value of the partner’s interest in the limited partnership by appraisal or by formula and redemption or sale of such interest at such value, or other penalty or consequence.

History. — s. 17, ch. 2005-267.

620.1503 Sharing of profits, losses, and distributions.

(1) Profits and losses of a limited partnership shall be allocated among the partners on the basis of the value, as stated in the required records when the limited partnership makes the allocations, of the contributions the limited partnership has received from each partner.

(2) Distributions by a limited partnership shall be shared by the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

History. — s. 17, ch. 2005-267.

620.1504 Interim distributions.

History. — s. 17, ch. 2005-267.

620.1505 No distribution on account of dissociation.

History. — s. 17, ch. 2005-267.

620.1506 Distribution in kind.

History. — s. 17, ch. 2005-267.

620.1507 Right to distribution.

History. — s. 17, ch. 2005-267.

620.1508 Limitations on distribution.

(1) A limited partnership may not make a distribution in violation of the partnership agreement.

(2) A limited partnership may not make a distribution if after the distribution:

(3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(4) Except as otherwise provided in subsection (7), the effect of a distribution under subsection (2) is measured:

(5) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this

section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.

(6) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.

(7) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

History. — s. 17, ch. 2005-267.

620.1509 Liability for improper distributions.

(1) A general partner that consents to a distribution made in violation of s. 620.1508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with s. 620.1408.

(2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of s. 620.1508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under s. 620.1508.

(3) A general partner against which an action is commenced under subsection (1) may:

(4) An action under this

section is barred if it is not commenced within 2 years after the distribution.

History. — s. 17, ch. 2005-267.

620.1601 Dissociation as limited partner.

(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.

(2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:

History. — s. 17, ch. 2005-267.

620.1602 Effect of dissociation as limited partner.

(1) Upon a person’s dissociation as a limited partner:

(2) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.

History. — s. 17, ch. 2005-267.

620.1603 Dissociation as general partner.

(1) The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person;

(2) An event agreed to in the partnership agreement as causing the person’s dissociation as a general partner;

(3) The person’s expulsion as a general partner pursuant to the partnership agreement;

(4) The person’s expulsion as a general partner by the unanimous consent of the other partners if:

(5) On application by the limited partnership, the person’s expulsion as a general partner by judicial determination because:

(6) The person’s:

(7) In the case of a person who is an individual:

(8) In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(10) Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or

(11) The limited partnership’s participation in a conversion or merger under this act, if the limited partnership:

History. — s. 17, ch. 2005-267.

620.1604 Person’s power to dissociate as general partner; wrongful dissociation.

(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to s. 620.1603(1).

(2) A person’s dissociation as a general partner is wrongful only if:

(3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to s. 620.2001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

History. — s. 17, ch. 2005-267.

620.1605 Effect of dissociation as general partner.

(1) Upon a person’s dissociation as a general partner:

(2) The person may sign and deliver to the Department of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.

(3) Subject to s. 620.1704 and ss. 620.2101-620.2125, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.

(4) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.

History. — s. 17, ch. 2005-267.

620.1606 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under s. 620.2102, or merged out of existence under s. 620.2106, the limited partnership is bound by

an act of the person only if:

(2) If a limited partnership is bound under subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:

History. — s. 17, ch. 2005-267.

620.1607 Liability to other persons of person dissociated as general partner.

(1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership’s obligation incurred after dissociation.

(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under s. 620.1404 on an obligation incurred by the limited partnership under s. 620.1804.

(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:

(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.

History. — s. 17, ch. 2005-267.

620.1701 Partner’s transferable interest; certificates.

(1) The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.

(2) The partnership agreement may provide that a partner’s interest in a limited partnership may be evidenced by a certificate issued by the limited partnership and may also provide for the assignment or transfer of any interest in the limited partnership represented by such a certificate and make other provisions with respect to such certificates.

History. — s. 17, ch. 2005-267.

620.1702 Transfer of partner’s transferable interest.

(1) A transfer, in whole or in part, of a partner’s transferable interest:

(2) A transferee has a right to receive, in accordance with the transfer:

(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.

(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.

(5) A limited partnership need not give effect to a transferee’s rights under this

section until the limited partnership has notice of the transfer.

(6) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under ss. 620.1502 and 620.1509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.

History. — s. 17, ch. 2005-267.

620.1703 Rights of creditor of partner or transferee.

(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the partnership interest of the partner or transferable interest of a transferee with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of the partnership interest.

(2) This act shall not deprive any partner or transferee of the benefit of an exemption law applicable to the partner’s partnership or transferee’s transferable interest.

(3) This

section provides the exclusive remedy which a judgment creditor of a partner or transferee may use to satisfy a judgment out of the judgment debtor’s interest in the limited partnership or transferable interest. Other remedies, including foreclosure on the partner’s interest in the limited partnership or a transferee’s transferable interest and a court order for directions, accounts, and inquiries that the debtor general or limited partner might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership and may not be ordered by a court.

History. — s. 17, ch. 2005-267.

620.1704 Power of estate of deceased partner.

History. — s. 17, ch. 2005-267.

620.1801 Nonjudicial dissolution.

(1) Except as otherwise provided in s. 620.1802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:

(2) Upon the occurrence of an event specified in paragraphs (1)(a)-(d), the limited partnership shall file a certificate of dissolution as provided in s. 620.1203.

History. — s. 17, ch. 2005-267.

620.1802 Judicial dissolution.

History. — s. 17, ch. 2005-267.

620.1803 Winding up.

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.

(2) In winding up its activities, the limited partnership:

(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

(4) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:

History. — s. 17, ch. 2005-267.

620.1804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.

(1) A limited partnership is bound by a general partner’s act after dissolution which:

(2) A person dissociated as a general partner binds a limited partnership through

an act occurring after dissolution if:

History. — s. 17, ch. 2005-267.

620.1805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 620.1804(1) by

an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:

(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 620.1804(2), the person is liable:

History. — s. 17, ch. 2005-267.

620.1806 Known claims against dissolved limited partnership.

(1) A dissolved limited partnership or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedure described in subsections (2), (3), and (4).

(2) A dissolved limited partnership or successor entity shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:

(3) A dissolved limited partnership or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. A notice sent by the dissolved limited partnership or successor entity pursuant to this subsection shall be accompanied by a copy of this section.

(4) A dissolved limited partnership or successor entity electing to follow the procedures described in subsections (2) and (3) shall also give notice of the dissolution of the limited partnership to persons with known claims, that are contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Such notice shall be in substantially the form, and sent in the same manner, as described in subsection (2).

(5) A dissolved limited partnership or successor entity shall offer any claimant whose known claim is contingent, conditional, or unmatured such security as the limited partnership or such entity determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved limited partnership or successor entity shall deliver such offer to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution.

If the claimant offered such security does not deliver in writing to the dissolved limited partnership or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant is deemed to have accepted such security as the sole source from which to satisfy his or her claim against the limited partnership.

(6) A dissolved limited partnership or successor entity which has given notice in accordance with subsections (2) and (4), and is seeking the protection offered by subsections (9) and (12), shall petition the circuit court in the county in which the limited partnership’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (5).

(7) A dissolved limited partnership or successor entity which has given notice in accordance with subsection (2), and is seeking the protection offered by subsections (9) and (12), shall petition the circuit court in the county in which the limited partnership’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the limited partnership or successor entity but whose identities are unknown.

The court shall appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.

(8) The giving of any notice or making of any offer pursuant to the provisions of this

section shall not revive any claim then barred or constitute acknowledgment by the dissolved limited partnership or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

(9) A dissolved limited partnership or successor entity which has followed the procedures described in subsections (2)-(7):

(10) A dissolved limited partnership or successor entity which has not followed the procedures described in subsections (2) and (3) shall pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional, or unmatured claims known to the dissolved limited partnership or such successor entity and all claims which are known to the dissolved limited partnership or such successor entity but for which the identity of the claimant is unknown. If there are sufficient funds, such claims shall be paid in full, and any such provision made for payment shall be made in full.

If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the partners and transferees of the dissolved limited partnership.

(11) Except for any general partner otherwise liable under s. 620.1404, s. 620.1405, or s. 620.1607, a partner or transferee of a dissolved limited partnership the assets of which were distributed pursuant to subsection (9) or subsection (10) is not liable for any claim against the limited partnership in an amount in excess of such partner’s or transferee’s pro rata share of the claim or the amount distributed to the partner or transferee, whichever is less.

(12) A partner, whether or not a general partner, or transferee of a dissolved limited partnership, the assets of which were distributed pursuant to subsection (9), is not liable for any claim against the limited partnership which claim is known to the limited partnership or successor entity and on which a proceeding is not begun prior to the expiration of 3 years following the effective date of dissolution.

(13) Except for any general partner otherwise liable under s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the relief provided under subsection (12), the aggregate liability of any person for claims against the dissolved limited partnership arising under this

section or s. 620.1807 may not exceed the amount distributed to the person in dissolution.

(14) As used in this

section or s. 620.1807, the term “successor entity” includes any trust, receivership, or other legal entity governed by the laws of this state to which the remaining assets and liabilities of a dissolved limited partnership are transferred and which exists solely for the purposes of prosecuting and defending suits by or against the dissolved limited partnership, enabling the dissolved limited partnership to settle and close the business of the dissolved limited partnership, to dispose of and convey the property of the dissolved limited partnership, to discharge the liabilities of the dissolved limited partnership, and to distribute to the dissolved limited partnership’s partners any remaining assets, but not for the purpose of continuing the business for which the dissolved limited partnership was organized.

History. — s. 17, ch. 2005-267.

620.1807 Unknown claims against dissolved limited partnership.

(1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. 620.1806(14), may also file with the Department of State on the form prescribed by the department a request that persons with claims against the limited partnership which are not known to the limited partnership or successor entity present them in accordance with the notice.

(2) The notice must:

(3) If the dissolved limited partnership or successor entity files the notice in accordance with subsections (1) and (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within 4 years after the filing date:

(4) A claim may be enforced under this section:

History. — s. 17, ch. 2005-267.

620.1808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

History. — s. 17, ch. 2005-267.

620.1809 Administrative dissolution.

(1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not:

(2) If the Department of State determines that a ground exists for administratively dissolving a limited partnership, the Department of State shall serve notice on the limited partnership of its intent to administratively dissolve the limited partnership. If the limited partnership has provided the department with an electronic mail address, such notice shall be by electronic transmission. Administrative dissolution 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 dissolution to each dissolved limited partnership.

Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.

(3) If within 60 days after sending notice of dissolution, the limited partnership does not correct each ground for dissolution under paragraph (1)(a), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist, the Department of State shall administratively dissolve the limited partnership and issue a certificate of dissolution that states the grounds for dissolution. Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.

(4) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under ss. 620.1803 and 620.1812 and to notify claimants under ss. 620.1806 and 620.1807.

(5) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.

(6) A partner of a limited partnership is not liable for the obligations of the limited partnership solely by reason of the foreign limited partnership’s having been administratively dissolved pursuant to this section.

History. — s. 17, ch. 2005-267; s. 21, ch. 2009-72.

620.1810 Reinstatement following administrative dissolution.

(1) A limited partnership that has been administratively dissolved under s. 620.1809 may apply to the Department of State for reinstatement at any time after the effective date of dissolution. The limited partnership must submit a form of reinstatement prescribed and furnished by the Department of State together with all fees then owed by the limited partnership, computed at a rate provided by law at the time the limited partnership applies for reinstatement.

(2) As an alternative to submitting the form of reinstatement referred to in subsection (1), the limited partnership may submit a current annual report, signed by its registered agent and a general partner, which contains the same information described in subsection (1).

(3) If the Department of State determines that the application for reinstatement, or current annual report described in subsection (2), contains the information required by subsection (1) and that the information is correct, the Department of State shall reinstate the limited partnership.

(4) When the reinstatement becomes effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership may resume its activities as if the administrative dissolution had never occurred.

History. — s. 17, ch. 2005-267.

620.1811 Appeal from denial of reinstatement.

(1) If the Department of State denies a limited partnership’s request for reinstatement following administrative dissolution, the Department of State shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice.

(2) Within 30 days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the circuit court to set aside the dissolution. The petition must be served on the Department of State and contain a copy of the Department of State’s declaration of dissolution, the limited partnership’s application for reinstatement, and the Department of State’s notice of denial.

(3) The court may summarily order the Department of State to reinstate the dissolved limited partnership or may take other action the court considers appropriate.

History. — s. 17, ch. 2005-267.

620.1812 Revocation of dissolution.

(1) A limited partnership that has dissolved as the result of an event described in s. 620.1801(1)(a)-(

d) and filed a certificate of dissolution with the Department of State may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of its certificate of dissolution.

(2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.

(3) After revocation of dissolution is authorized, the limited partnership shall deliver a certificate of revocation of dissolution to the Department of State for filing, together with a copy of its certificate of dissolution, that sets forth:

(4) If there has been substantial compliance with subsection (3), subject to s. 620.1206(4) the revocation of dissolution is effective when the Department of State files the certificate of revocation of dissolution.

(5) When the revocation of dissolution is effective, the revocation of dissolution relates back to and takes effect as of the effective date of the dissolution, and the limited partnership resumes carrying on its business as if dissolution had never occurred.

History. — s. 17, ch. 2005-267; s. 14, ch. 2018-58.

620.1813 Disposition of assets; when contributions required.

(1) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.

(2) Any surplus remaining after the limited partnership complies with subsection (1) must be paid in cash as a distribution.

(3) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (1), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, subject to s. 620.1808 the following rules apply:

(4) A person that makes an additional contribution under paragraph (3)(

b) or paragraph (3)(

c) may recover from any person whose failure to contribute under paragraph (3)(

a) or paragraph (3)(

b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.

(5) The estate of a deceased individual is liable for the person’s obligations under this section.

(6) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (3).

History. — s. 17, ch. 2005-267.

620.1901 Governing law regarding foreign limited partnerships.

(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.

(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.

(3) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.

History. — s. 17, ch. 2005-267.

620.1902 Application for certificate of authority.

(1) A foreign limited partnership shall apply for a certificate of authority to transact business in this state by delivering a signed application to the Department of State for filing. The application must state:

(2) A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the Department of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized, dated not more than 90 days prior to the delivery of the application to the Secretary of State.

History. — s. 17, ch. 2005-267.

620.1903 Activities not constituting transacting business.

(1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include:

(2) The list of activities in subsection (1) is not exhaustive.

(3) For purposes of s. 620.1902, 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.

(4) This

section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.

History. — s. 17, ch. 2005-267.

620.1904 Filing of certificate of authority.

History. — s. 17, ch. 2005-267.

620.1905 Noncomplying name of foreign limited partnership.

(1) A foreign limited partnership whose name does not comply with s. 620.1108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with s. 620.1108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with s. 865.09. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under s. 865.09 to transact business in this state under another name.

(2) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with s. 620.1108, it may not thereafter transact business in this state until it complies with subsection (1) and obtains an amended certificate of authority.

History. — s. 17, ch. 2005-267.

620.1906 Revocation of certificate of authority.

(1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the Department of State in the manner provided in subsections (2) and (3) if the foreign limited partnership does not:

(2) If the Department of State determines that one or more grounds exist under this

section for revocation of a foreign limited partnership, it shall notify the foreign limited partnership of its intent to revoke the foreign limited partnership’s certificate of authority. If the foreign limited 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 to each revoked foreign limited partnership.

Issuance of the certificate of revocation may be by electronic transmission to any foreign limited partnership that has provided the department with an electronic mail address.

(3) If within 60 days after sending a notice of revocation, the foreign limited partnership does not correct each ground for revocation under paragraph (1)(a), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist, the department shall revoke the foreign limited partnership’s authority to transact business in this state and issue a certificate of revocation that states the grounds for revocation. Issuance of the certificate of revocation may be by electronic transmission to any foreign limited partnership that has provided the department with an electronic mail address.

(4) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the certificate of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1).

History. — s. 17, ch. 2005-267; s. 22, ch. 2009-72.

620.1907 Cancellation of certificate of authority; effect of failure to have certificate.

(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under s. 620.1206. The notice of cancellation shall be signed by at least one general partner and set forth the following:

(2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state until the foreign limited partnership has a certificate of authority to transact business in this state.

(3) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.

(4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.

(5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, the foreign limited partnership shall appoint the Department of State as its agent for service of process for rights of action arising out of the transaction of business in this state.

History. — s. 17, ch. 2005-267; s. 31, ch. 2022-190.

620.1908 Action by Attorney General.

History. — s. 17, ch. 2005-267.

620.1909 Reinstatement following administrative revocation.

(1) A foreign limited partnership whose certificate of authority was administratively revoked under s. 620.1906 may apply to the Department of State for reinstatement at any time after the effective date of revocation of the certificate of authority. The foreign limited partnership must submit a form of reinstatement prescribed and furnished by the Department of State together with all fees then owed by the foreign limited partnership, computed at a rate provided by law at the time the foreign limited partnership applies for reinstatement.

(2) As an alternative to submitting the form of reinstatement referred to in subsection (1), the foreign limited partnership may submit a current annual report, signed by its registered agent and a general partner, which contains the same information described in subsection (1).

(3) If the Department of State determines that the application for reinstatement or the current annual report described in subsection (2) contains the information required by subsection (1) and that the information is correct, it shall reinstate the foreign limited partnership’s certificate of authority.

(4) When the reinstatement becomes effective, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation, and the foreign limited partnership may resume its activities as if the administrative revocation had never occurred.

History. — s. 17, ch. 2005-267.

620.1910 Amending certificate of authority.

(1) A foreign limited partnership authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of authority to:

(2) Such application shall be made within 30 days after the occurrence of any change mentioned in subsection (1), must be signed by at least one general partner, and shall set forth:

(3) The requirements of s. 620.1902(2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

History. — s. 17, ch. 2005-267.

620.2001 Direct action by partner.

(1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this act or arising independently of the partnership relationship.

(2) A partner commencing a direct action under this

section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

(3) The accrual of, and any time limitation on, a right of action for a remedy under this

section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

History. — s. 17, ch. 2005-267.

620.2002 Derivative action.

(1) The partner first makes a demand on the general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or

(2) A demand would be futile.

History. — s. 17, ch. 2005-267.

620.2003 Proper plaintiff.

(1) Was a partner when the conduct giving rise to the action occurred; or

(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

History. — s. 17, ch. 2005-267.

620.2004 Pleading.

(1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or

(2) Why demand should be excused as futile.

History. — s. 17, ch. 2005-267.

620.2005 Proceeds and expenses.

(1) Except as otherwise provided in subsection (2):

(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the limited partnership.

History. — s. 17, ch. 2005-267.

620.2101

Definitions.

(1) “Constituent limited partnership” means a constituent organization that is a limited partnership.

(2) “Constituent organization” means an organization that is party to a merger.

(3) “Converted organization” means the organization into which a converting organization converts pursuant to ss. 620.2102-620.2105.

(4) “Converting limited partnership” means a converting organization that is a limited partnership.

(5) “Converting organization” means an organization that converts into another organization pursuant to s. 620.2102.

(6) “General partner” means a general partner of a limited partnership.

(7) “Governing law” of an organization means the law that governs the organization’s internal affairs.

(8) “Organization” means a corporation; general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; common law or business trust or association; real estate investment trust; or any other person organized under a governing statute or other applicable law, provided such term does not include an organization that is not organized for profit unless the not-for-profit organization is the converted organization or the surviving organization in a conversion or a merger governed by this act. The term includes domestic and foreign organizations.

(9) “Organizational documents” means:

(10) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that coowns, has an interest in, or is a member of the organization:

(11) “Surviving organization” means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.

History. — s. 17, ch. 2005-267.

620.2102 Conversion.

(1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization, other than an organization which is also a domestic limited partnership governed by this act, pursuant to this

section and ss. 620.2103-620.2105 and a plan of conversion, if:

(2) A plan of conversion must be in a record and must include:

History. — s. 17, ch. 2005-267.

620.2103 Action on plan of conversion by converting limited partnership.

(1) A plan of conversion must be consented to by all of the general partners of a converting limited partnership.

Subject to s. 620.2110, the plan of conversion must also be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners at the time the consent is effective, provided, if there is more than one class or group of limited partners, the plan of conversion must be consented to by those limited partners in each class or group which owns a majority of the rights to receive distributions as limited partners in that class or group at the time the consent is effective. The consents required by this subsection must be in, or evidenced by, a record.

(2) Subject to s. 620.2110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under s. 620.2104, a converting limited partnership may amend the plan or abandon the planned conversion:

History. — s. 17, ch. 2005-267.

620.2104 Filings required for conversion; effective date.

(1) After a plan of conversion is approved:

(2) A conversion becomes effective:

History. — s. 17, ch. 2005-267; s. 9, ch. 2008-187; ss. 14, 15, ch. 2013-180; s. 280, ch. 2019-90.

620.2105 Effect of conversion.

(1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes effect:

(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation.

A converted organization that is a foreign organization and not authorized to transact business in this state appoints the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 to the extent applicable to the conversion. Service on the Department of State under this subsection is made in the same manner and with the same consequences as in s. 620.1117(3) and (4).

(4) A copy of the statement of conversion, certified by the Department of State, may be filed in any county of this state in which the converting organization holds an interest in real property.

History. — s. 17, ch. 2005-267; s. 32, ch. 2022-190.

620.2106 Merger.

(1) A limited partnership may merge with one or more other constituent organizations pursuant to this

section and ss. 620.2107-620.2109 and a plan of merger, if:

(2) A plan of merger must be in a record and must include:

History. — s. 17, ch. 2005-267.

620.2107 Action on plan of merger by constituent limited partnership.

(1) A plan of merger must be consented to by all of the general partners of a constituent limited partnership. Subject to s. 620.2110, the plan of merger must also be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners at the time the consent is effective, provided, if there is more than one class or group of limited partners, the plan of merger must be consented to by those limited partners who own a majority of the rights to receive distributions as limited partners in that class or group at the time the consent is effective. The consents required by this subsection must be in, or evidenced by, a record.

(2) Subject to s. 620.2110 and any contractual rights, after a merger is approved, and at any time before a filing is made under s. 620.2108, a constituent limited partnership may amend the plan or abandon the planned merger:

History. — s. 17, ch. 2005-267.

620.2108 Filings required for merger; effective date.

(1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of:

(2) The certificate of merger must include:

(3) Each constituent limited partnership shall deliver the certificate of merger for filing in the Department of State unless the constituent limited partnership is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1) and (2) and such articles of merger or certificate of merger substantially complies with the requirements of this section. In such a case, the other articles of merger or certificate of merger may also be used for purposes of s. 620.2109(3).

(4) A merger becomes effective under this act:

(5) A certificate of merger shall act as a statement of termination for purposes of s. 620.1203 for a limited partnership that is a party to the merger that is not the surviving organization, which shall be deemed filed upon the effective date of the merger.

History. — s. 17, ch. 2005-267; s. 10, ch. 2008-187; ss. 16, 17, ch. 2013-180; s. 15, ch. 2018-58; s. 281, ch. 2019-90.

620.2109 Effect of merger.

(1) When a merger becomes 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 Department of State as its agent for service of process for the purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 to the extent applicable to the merger. Service on the Department of State under this subsection is made in the same manner and with the same consequences as in s. 620.1117(3) and (4).

(3) A copy of the certificate of merger, certified by the Department of State, may be filed in any county of this state in which a constituent organization holds an interest in real property.

History. — s. 17, ch. 2005-267; s. 33, ch. 2022-190.

620.2110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:

(2) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:

(3) A partner does not give the consent required by subsection (1) or subsection (2) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

History. — s. 17, ch. 2005-267.

620.2111 Liability of general partner after conversion or merger.

(1) A conversion or merger under this act does not discharge any liability under ss. 620.1404 and 620.1607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:

(2) In addition to any other liability provided by law:

History. — s. 17, ch. 2005-267.

620.2112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(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:

History. — s. 17, ch. 2005-267.

620.2113 Appraisal rights;

definitions.

(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person. For purposes of s. 620.2114(2)(d), a person is deemed to be an affiliate of its senior executives.

(2) “Appraisal event” means an event described in s. 620.2114(1).

(3) “Beneficial limited partner” means a person who is the beneficial owner of a limited partner interest held in a voting trust or by a nominee on the beneficial owner’s behalf.

(4) “Fair value” means the value of the limited partner’s partnership interests determined:

(5) “Interest” means interest from the effective date of the appraisal event to which the limited partner objects until the date of payment, at the rate of interest described in s. 620.1107(2), determined as of the effective date of the appraisal event.

(6) “Limited partnership” means the limited partnership governed by this act that issued the limited partner interest held by a limited partner demanding appraisal and, for matters covered in ss. 620.2114-620.2124, includes the converted organization in a conversion or the surviving organization in a merger.

(7) “Record limited partner” means each person who is identified as a limited partner in the current list of partners maintained in accordance with s. 620.1111 by the limited partnership or, to the extent the limited partnership has failed to maintain a current list, each person that is the rightful owner of a limited partner interest in the limited partnership. A transferee of a limited partner interest is not a record limited partner.

(8) “Senior executive” means a general partner or the chief executive officer, chief operating officer, chief financial officer, manager, or anyone in charge of a principal business unit or function of a limited partnership or of a general partner of the limited partnership.

(9) “Limited partner” means a record limited partner or a beneficial limited partner.

(10) “Limited partner interest” means all rights and other interests held by a person in the limited partnership in that person’s capacity as a limited partner under this act and the limited partnership’s partnership agreement, including the limited partner’s transferable interest and management and voting rights, if any, and subject to any obligations that such person has in that capacity of limited partner. If the appraisal rights of the limited partner under s. 620.2114 pertain to only a certain class or series of a limited partner interest, the term “limited partner interest” means only the limited partner interest pertaining to such class or series.

History. — s. 17, ch. 2005-267; s. 133, ch. 2007-5.

620.2114 Right of limited partners to appraisal.

(1) A limited partner of a limited partnership governed by this act is entitled to appraisal rights, and to obtain payment of the fair value of that limited partner’s limited partner interest, in the following events:

(2) Notwithstanding subsection (1), the availability of appraisal rights shall be limited in accordance with the following provisions:

(3) A limited partner entitled to appraisal rights under ss. 620.2113-620.2124 may not challenge a completed appraisal event unless the appraisal event:

(4) A limited partnership may modify, restrict, or eliminate the appraisal rights provided in ss. 620.2113-620.2124 in its partnership agreement.

History. — s. 17, ch. 2005-267.

620.2115 Assertion of rights by nominees and beneficial owners.

(1) A record limited partner may assert appraisal rights as to fewer than all the limited partner interests registered in the record limited partner’s name that are owned by a beneficial limited partner only if the record limited partner objects with respect to all limited partner interests of the class or series owned by that beneficial limited partner and notifies the limited partnership in writing of the name and address of each beneficial limited partner on whose behalf appraisal rights are being asserted.

The rights of a record limited partner who asserts appraisal rights for only part of the limited partner interests of the class or series held of record in the record limited partner’s name under this subsection shall be determined as if the limited partner interests as to which the record limited partner objects and the record limited partner’s other limited partner interests were registered in the names of different record limited partners.

(2) A beneficial limited partner may assert appraisal rights as to a limited partner interest held on behalf of the partner only if such beneficial limited partner:

History. — s. 17, ch. 2005-267.

620.2116 Notice of appraisal rights.

(1) If a proposed appraisal event is to be submitted to a vote at a limited partners’ meeting, the meeting notice must state that the limited partnership has concluded that partners are, are not, or may be entitled to assert appraisal rights under this act.

(2) If the limited partnership concludes that appraisal rights are or may be available, a copy of ss. 620.2113-620.2124 must accompany the meeting notice sent to those record limited partners entitled to exercise appraisal rights.

(3) If the appraisal event is to be approved other than by a partners’ meeting, the notice referred to in subsection (1) must be sent to all limited partners at the time that consents are first solicited, whether or not consents are solicited from all limited partners, and include the materials described in s. 620.2118.

History. — s. 17, ch. 2005-267.

620.2117 Notice of intent to demand payment.

(1) If a proposed appraisal event is submitted to a vote at a partners’ meeting, or is submitted to a partner pursuant to a consent vote, a limited partner who is entitled to and who wishes to assert appraisal rights with respect to any class or series of limited partner interests:

(2) A person who may otherwise be entitled to appraisal rights, but who does not satisfy the requirements of subsection (1), is not entitled to payment under ss. 620.2113-620.2124.

History. — s. 17, ch. 2005-267.

620.2118 Appraisal notice and form.

(1) If the proposed appraisal event becomes effective, the limited partnership must deliver a written appraisal notice and form required by paragraph (2)(

a) to all limited partners who satisfied the requirements of s. 620.2117.

(2) The appraisal notice must be sent no earlier than the date the appraisal event became effective and no later than 10 days after such date and must:

History. — s. 17, ch. 2005-267; s. 76, ch. 2006-1; s. 134, ch. 2007-5.

620.2119 Perfection of rights; right to withdraw.

(1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in the case of certificated partnership interests and the limited partnership so requires, deposit the limited partner’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 620.2118(2)(b)2.

Once a limited partner deposits that limited partner’s certificates or, in the case of uncertificated partnership interests, returns the executed form described in s. 620.2118(2), the limited partner loses all rights as a limited partner, unless the limited partner withdraws pursuant to subsection (3). Upon receiving a demand for payment from a limited partner who holds an uncertificated partnership interest, the limited partnership shall make an appropriate notation of the demand for payment in its records.

(2) The limited partnership may restrict the transfer of such limited partner interests from the date the limited partner delivers the items required by subsection (1).

(3) A limited partner who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited partnership in writing by the date set forth in the appraisal notice pursuant to s. 620.2118(2)(b)7. A limited partner who fails to so withdraw from the appraisal process may not thereafter withdraw without the limited partnership’s written consent.

(4) A limited partner who does not execute and return the form and, in the case of certificated partnership interests, deposit that limited partner’s certificates, if so required by the limited partnership, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this act.

(5) If the limited partner’s right to receive fair value is terminated other than by the purchase of the limited partner interest by the limited partnership, all rights of the limited partner, with respect to such limited partner interest, shall be reinstated effective as of the date the limited partner delivered the items required by subsection (1), including the right to receive any intervening payment or other distribution with respect to such partnership interests, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the limited partnership, the fair value thereof in cash as determined by the limited partnership as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited partnership that may have been taken by the limited partnership on or after the date the limited partner delivered the items required by subsection (1).

History. — s. 17, ch. 2005-267.

620.2120 Limited partner’s acceptance of limited partnership’s offer.

(1) If the limited partner states on the form provided in s. 620.2118(1) that the limited partner accepts the offer of the limited partnership to pay the limited partnership’s estimated fair value for the limited partner interest, the limited partnership shall make such payment to the limited partner within 90 days after the limited partnership’s receipt of the items required by s. 620.2119(1).

(2) Upon payment of the agreed value, the limited partner shall cease to have any interest in the partnership interests.

History. — s. 17, ch. 2005-267; s. 77, ch. 2006-1.

620.2121 Procedure if limited partner is dissatisfied with offer.

(1) A limited partner who is dissatisfied with the limited partnership’s offer as set forth pursuant to s. 620.2118(2)(b)5. must notify the limited partnership on the form provided pursuant to s. 620.2118(1) of the limited partner’s estimate of the fair value of the limited partner interest and demand payment of that estimate plus interest.

(2) A limited partner who fails to notify the limited partnership in writing of the limited partner’s demand to be paid the limited partner’s estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 620.2118(2)(b)2. waives the right to demand payment under this

section and shall be entitled only to the payment offered by the limited partnership pursuant to s. 620.2118(2)(b)5.

History. — s. 17, ch. 2005-267.

620.2122 Court action.

(1) If a limited partner makes demand for payment under s. 620.2121 which remains unsettled, the limited partnership shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the partnership interests and accrued interest. If the limited partnership does not commence the proceeding within the 60-day period, any limited partner who has made a demand pursuant to s. 620.2121 may commence the proceeding in the name of the limited partnership.

(2) The proceeding shall be commenced in the appropriate court of the county in which the limited partnership’s principal office, or, if none, its registered office, in this state is located. If the limited partnership is a foreign limited partnership without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic limited partnership was located at the time of the transaction.

(3) All limited partners, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their partnership interests. The limited partnership shall serve a copy of the initial pleading in such proceeding upon each limited partner party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident limited partner party by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If the court so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The limited partners demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(5) Each partner made a party to the proceeding is entitled to judgment for the amount of the fair value of such limited partner’s limited partner partnership interests, plus interest, as found by the court.

(6) The limited partnership shall pay each such partner the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the limited partner shall cease to have any interest in the limited partnership interests.

History. — s. 17, ch. 2005-267.

620.2123 Court costs and counsel fees.

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the court may assess costs against all or some of the limited partners demanding appraisal, in amounts the court finds equitable, to the extent the court finds such partners acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this act.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(3) If the court in an appraisal proceeding finds that the services of counsel for any limited partner were of substantial benefit to other limited partners similarly situated, and that the fees for those services should not be assessed against the limited partnership, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the limited partners who were benefited.

(4) To the extent the limited partnership fails to make a required payment pursuant to s. 620.2120, the limited partner may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the limited partnership all costs and expenses of the suit, including counsel fees.

History. — s. 17, ch. 2005-267.

620.2124 Limitation on limited partnership payment.

(1) No payment shall be made to a limited partner seeking appraisal rights if, at the time of payment, the limited partnership is unable to meet the distribution standards of s. 620.1508. In such event, the limited partner shall, at the limited partner’s option:

(2) The limited partner shall exercise the option under paragraph (1)(

a) or paragraph (1)(

b) by written notice filed with the limited partnership within 30 days after the limited partnership has given written notice that the payment for the limited partner interests cannot be made because of the restrictions of this section. If the limited partner fails to exercise the option, the limited partner shall be deemed to have withdrawn the notice of intent to assert appraisal rights.

History. — s. 17, ch. 2005-267.

620.2125 Application of other laws to provisions governing conversions and mergers.

(1) The provisions of ss. 620.2101-620.2124 do not preclude an entity from being converted or merged under other law.

(2) The provisions of ss. 620.2101-620.2124 do not authorize any act prohibited by other applicable law or change the requirements of any law or rule regulating a specific organization or industry, such as a not-for-profit organization, insurance, banking or investment establishment, or other regulated business or activity.

History. — s. 17, ch. 2005-267.

620.2201 Uniformity of application and construction.

History. — s. 17, ch. 2005-267.

620.2202 Severability clause.

History. — s. 17, ch. 2005-267.

620.2203 Relation to Electronic Signatures in Global and National Commerce Act.

History. — s. 17, ch. 2005-267.

620.2204 Application to existing relationships.

(1) Before January 1, 2007, this act governs only:

(2) Except as otherwise provided in subsection (3), on and after January 1, 2007, this act governs all limited partnerships.

(3) With respect to a limited partnership formed before January 1, 2006, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(4) With respect to a limited partnership that elects pursuant to paragraph (1)(

b) to be subject to this act, after the election takes effect the provisions of this act relating to the liability of the limited partnership’s