House Bill 7163 (2007 Legislative Session) revised the continuing education requirements for certified and registered contractors licensed by the Florida Construction Industry Licensing Board. All certified and registered contractors must now complete one hour of laws and rules-related continuing education as part of the 14 hours that is currently required during each licensure cycle.

Wind Mitigation Methodologies Continuing Education

Senate Bill 1864 further revised the continuing education requirements for certain contractors licensed by the Florida Construction Industry Licensing Board. Based on this statutory change, the Board filed a notice of proposed rule development which would affect Rule 61G4-18.001, Florida Administrative Code. The proposed rule language is currently set for adoption and will become effective on November 15, 2007.

The new rule requires all general, building, residential, roofing, specialty structure and glass and glazing contractors to complete one hour of continuing education related to wind mitigation methodologies as part of the 14 hours that is currently required. Wind mitigation methodology courses are defined as those topics listed in Section 553.844(2)(b)1.-5., Florida Statutes.

Enforcement of these new one hour requirements will begin with the expiration of certified licenses on August 31, 2008, and the expiration of registered licenses on August 31, 2009. Those licensees not in compliance with all continuing education requirements by the expiration date of their licenses may face non-renewal or disciplinary action.

The comment period for the EPA’s proposal to add clearance testing to the lead rule has been extended to Aug. 6.

Under the current rule, remodelers must use a white paper cloth to clean the areas where they have been working and then compare the color of the residue on the cloth to an EPA-supplied card to determine whether the lead paint dust has been removed from any painted surfaces.

Under the clearance testing rule proposed by EPA, the remodeler would be required to send samples of surfaces both in the work area and immediately outside it to testing labs or hire a certified testing specialist to examine the home.

The National Association of Home Builders (NAHB) has called on the U.S. Environmental Protection Agency to drop its plan to require remodelers to perform clearance testing after completing jobs in homes where they either replaced or worked around lead-painted surfaces.

The new rule adds significant liability to the remodeling firm as it makes the remodeler responsible for lead exposure issues existing in the home before any work is performed, as well as outside the area in which the renovation work has taken place. The added expenses of testing – and accompanying liability insurance – will be passed on to the homeowner, making the certified remodeler’s work more expensive, the association says in its ReNews newsletter for remodelers.

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In an industry where retirement tends to come early and knowledge is passed down on the job, that trend presents a potentially paralyzing problem — especially as demand for workers continues to rise.

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While building owners always want construction completed faster, those in the industry say, when demand is high, contractors could charge premiums for after-hours work.

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AGC Chief Economist Ken Simonson said some growth is expected in segments such as power and energy, but other segments, such as lodging, “will slow or decline.”

“Diesel, copper and steel are among materials costs likely to accelerate, while others remain benign,” Simonson said.

In addition, the increase in diesel fuel prices –

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620.1103 Knowledge and notice.

620.1104 Nature, purpose, and duration of entity.

620.1105 Powers.

620.1106 Governing law.

620.1107 Supplemental principles of law; rate of interest.

620.1108 Name.

620.1109 Department of State; fees.

620.1110 Effect of partnership agreement; nonwaivable provisions.

620.1111 Required information.

620.1112 Business transactions of partner with partnership.

620.1113 Dual capacity.

620.1114 Designated office, registered office, and registered agent.

620.1115 Change of registered agent or registered office.

620.1116 Resignation of registered agent.

620.1117 Service of process.

620.1118 Consent and proxies of partners.

620.1201 Formation of limited partnership; certificate of limited partnership.

620.1202 Amendment or restatement of certificate.

620.1203 Certificate of dissolution; statement of termination.

620.1204 Signing of records.

620.1205 Signing and filing pursuant to judicial order.

620.1206 Delivery to and filing of records by Department of State; effective time and date.

620.1207 Correcting filed record.

620.1208 Liability for false information in filed record.

620.1209 Certificate of status.

620.1210 Annual report for Department of State.

620.1301 Becoming limited partner.

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

620.1303 No liability as limited partner for limited partnership obligations.

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

620.1305 Limited duties of limited partners.

620.1306 Person erroneously believing self to be limited partner.

620.1401 Becoming general partner.

620.1402 General partner agent of limited partnership.

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

620.1404 General partner’s liability.

620.1405 Actions by and against partnership and partners.

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

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

620.1408 General standards of conduct for general partner.

620.1501 Form of contribution.

620.1502 Liability for contribution.

620.1503 Sharing of profits, losses, and distributions.

620.1504 Interim distributions.

620.1505 No distribution on account of dissociation.

620.1506 Distribution in kind.

620.1507 Right to distribution.

620.1508 Limitations on distribution.

620.1509 Liability for improper distributions.

620.1601 Dissociation as limited partner.

620.1602 Effect of dissociation as limited partner.

620.1603 Dissociation as general partner.

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

620.1605 Effect of dissociation as general partner.

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

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

620.1701 Partner’s transferable interest; certificates.

620.1702 Transfer of partner’s transferable interest.

620.1703 Rights of creditor of partner or transferee.

620.1704 Power of estate of deceased partner.

620.1801 Nonjudicial dissolution.

620.1802 Judicial dissolution.

620.1803 Winding up.

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

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.

620.1806 Known claims against dissolved limited partnership.

620.1807 Unknown claims against dissolved limited partnership.

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

620.1809 Administrative dissolution.

620.1810 Reinstatement following administrative dissolution.

620.1811 Appeal from denial of reinstatement.

620.1812 Revocation of dissolution.

620.1813 Disposition of assets; when contributions required.

620.1901 Governing law regarding foreign limited partnerships.

620.1902 Application for certificate of authority.

620.1903 Activities not constituting transacting business.

620.1904 Filing of certificate of authority.

620.1905 Noncomplying name of foreign limited partnership.

620.1906 Revocation of certificate of authority.

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

620.1908 Action by Attorney General.

620.1909 Reinstatement following administrative revocation.

620.1910 Amending certificate of authority.

620.2001 Direct action by partner.

620.2002 Derivative action.

620.2003 Proper plaintiff.

620.2004 Pleading.

620.2005 Proceeds and expenses.

620.2101 Definitions.

620.2102 Conversion.

620.2103 Action on plan of conversion by converting limited partnership.

620.2104 Filings required for conversion; effective date.

620.2105 Effect of conversion.

620.2106 Merger.

620.2107 Action on plan of merger by constituent limited partnership.

620.2108 Filings required for merger; effective date.

620.2109 Effect of merger.

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

620.2111 Liability of general partner after conversion or merger.

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

620.2113 Appraisal rights; definitions.

620.2114 Right of limited partners to appraisal.

620.2115 Assertion of rights by nominees and beneficial owners.

620.2116 Notice of appraisal rights.

620.2117 Notice of intent to demand payment.

620.2118 Appraisal notice and form.

620.2119 Perfection of rights; right to withdraw.

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

620.2121 Procedure if limited partner is dissatisfied with offer.

620.2122 Court action.

620.2123 Court costs and counsel fees.

620.2124 Limitation on limited partnership payment.

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

620.2201 Uniformity of application and construction.

620.2202 Severability clause.

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

620.2204 Application to existing relationships.

620.2205 Savings clause.

620.1101 Popular name.–This section and sections 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.”

History.–s. 17, ch. 2005-267.

620.1102 Definitions.–As used in this act:

(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:

(a) An order for relief under Title 11 U.S.C. or a comparable order under a successor statute of general application; or

(b) A comparable order under federal, state, or foreign law governing insolvency.

(5) “Designated office” means:

(a) With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under s. 620.1114.

(b) With respect to a foreign limited partnership, its principal office.

(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:

(a) With respect to a limited partnership, a person that:

1. Becomes a general partner under s. 620.1401; or

2. Was a general partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).

(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(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:

(a) With respect to a limited partnership, a person that:

1. Becomes a limited partner under s. 620.1301; or

2. Was a limited partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).

(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(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:

(a) Execute or adopt a tangible symbol with the present intent to authenticate a record; or

(b) Attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(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:

(a) Knows of the fact;

(b) Has received a notification of the fact;

(c) Has reason to know the fact exists from all of the facts known to the person at the time in question; or

(d) Has notice of the fact under subsection (3) or subsection (4).

(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:

(a) Another person’s dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(b) A limited partnership’s dissolution 90 days after the effective date of the certificate of dissolution of the limited partnership;

(c) A limited partnership’s termination 90 days after the effective date of a statement of termination;

(d) A limited partnership’s conversion under s. 620.2102 90 days after the effective date of the certificate of conversion;

(e) A merger under s. 620.2106 90 days after the effective date of the certificate of merger; or

(f) Any limitations upon the authority of a general partner as set forth in the initial certificate of limited partnership or, if the limitations are added by an amendment or restatement of the certificate of limited partnership, 90 days after the effective date of the amendment or restatement, provided a provision in the certificate of limited partnership limiting the authority of a general partner to transfer real property held in the name of the limited partnership is not notice of the limitation to a person who is not a partner unless the limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited partnership and is recorded in the office for recording transfers of such real property.

(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:

(a) Comes to the person’s attention; or

(b) Is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

(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.–A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.

History.–s. 17, ch. 2005-267.

620.1106 Governing law.–The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.

History.–s. 17, ch. 2005-267.

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.”

(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,” except that a limited liability limited partnership organized prior to the effective date of this act that is 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, except fictitious name registrations pursuant to s. 865.09 organized, registered, or reserved under the laws of this state, the names of which are on file with the Department of State.

(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.

History.–s. 17, ch. 2005-267; s. 71, ch. 2006-1.

620.1109 Department of State; fees.–In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are as follows:

(1) For furnishing a certified copy, $52.50 for the first 15 pages plus $1.00 for each additional page.

(2) For filing an original certificate of limited partnership, $965.

(3) For filing an original application for registration as a foreign limited partnership, $965.

(4) For filing certificate of conversion, $52.50.

(5) For filing certificate of merger, $52.50 for each party thereto.

(6) For filing a reinstatement, $500 for each calendar year or part thereof the limited partnership was administratively dissolved or foreign limited partnership was revoked in the records of the Department of State.

(7) For filing an annual report, $411.25.

(8) For filing a certificate:

(a) Designating a registered agent, $35;

(b) Changing a registered agent or registered office address, $35;

(c) Resigning as a registered agent, $87.50; or

(d) Of amendment or restatement of the certificate of limited partnership, $52.50;

(9) For filing a statement of termination, $52.50.

(10) For filing a notice of cancellation for foreign limited partnership, $52.50.

(11) For furnishing a certificate of status or authorization, $8.75.

(12) For filing a certificate of dissolution, $52.50.

(13) For filing a certificate of revocation of dissolution, $52.50.

(14) For filing any other domestic or foreign limited partnership document, $52.50.

History.–s. 17, ch. 2005-267.

620.1110 Effect of partnership agreement; nonwaivable provisions.–

(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.

(2) A partnership agreement may not:

(a) Vary a limited partnership’s power under s. 620.1105 to sue, be sued, and defend in its own name;

(b) Vary the law applicable to a limited partnership under s. 620.1106;

(c) Vary the requirements of s. 620.1204;

(d) Vary the information required under s. 620.1111 or unreasonably restrict the right to information under s. 620.1304 or s. 620.1407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(e) Eliminate the duty of loyalty of a general partner under s. 620.1408 but the partnership agreement may:

1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

2. Specify the number, percentage, class, or other type of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(f) Unreasonably reduce the duty of care of a general partner under s. 620.1408(3);

(g) Eliminate the obligation of good faith and fair dealing under ss. 620.1305(2) and 620.1408(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(h) Vary the power of a person to dissociate as a general partner under s. 620.1604(1), except to require that the notice under s. 620.1603(1) be in a record;

(i) Vary the power of a court to decree dissolution in the circumstances specified in s. 620.1802;

(j) Vary the requirement to wind up the partnership’s business as specified in s. 620.1803;

(k) Unreasonably restrict the right to maintain an action under s. 620.2001 or s. 620.2002;

(l) Restrict the right of a partner under s. 620.2110(1) to approve a conversion or merger or the right of a general partner under s. 620.2110(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or

(m) Restrict rights under this act of a person other than a partner or a transferee.

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

620.1111 Required information.–A limited partnership shall maintain at its designated office the following information:

(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.

(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.

(3) A copy of any filed certificate of conversion or merger, together with the plan of conversion or plan of merger approved by the partners.

(4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years.

(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.

(6) A copy of any financial statement of the limited partnership for the 3 most recent years.

(7) A copy of the three most recent annual reports delivered by the limited partnership to the Department of State pursuant to s. 620.1210.

(8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this act or the partnership agreement.

(9) Unless contained in a partnership agreement made in a record, a record stating:

(a) The amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each partner.

(b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made.

(c) For any person that is both a general partner and a limited partner, a specification of transferable interest the person owns in each capacity.

(d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

History.–s. 17, ch. 2005-267.

620.1112 Business transactions of partner with partnership.–A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of this act, a partner has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

History.–s. 17, ch. 2005-267.

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

History.–s. 17, ch. 2005-267.

620.1114 Designated office, registered office, and registered agent.–

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

(a) A designated office, which need not be a place of its activity in this state.

(b) A registered agent for service of process upon the limited partnership and a registered office, which shall be the address of its registered agent.

(2) A foreign limited partnership shall designate and continuously maintain in this state a registered agent for service of process and a registered office, which shall be the address of its registered agent.

(3) A registered agent of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state.

History.–s. 17, ch. 2005-267.

620.1115 Change of registered agent or registered office.–

(1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of State for filing a statement of change containing:

(a) The name of the limited partnership or foreign limited partnership.

(b) The name of its current registered agent.

(c) If the registered agent is to be changed, the name and written acceptance of the new registered agent.

(d) The street address of its current registered office address for its registered agent.

(e) If the registered office address is to be changed, the new street address in this state of such office.

(2) A statement of change is effective when filed by the Department of State.

(3) The changes described in this section may also be made on the limited partnership or foreign limited partnership’s annual report filed with the Department of State.

History.–s. 17, ch. 2005-267.

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.

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

History.–s. 17, ch. 2005-267.

620.1201 Formation of limited partnership; certificate of limited partnership.–

(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The certificate must state:

(a) The name of the limited partnership, which must comply with s. 620.1108.

(b) The street and mailing address of the initial designated office of the limited partnership, and the name, street address in this state, and written acceptance of the initial registered agent.

(c) The name and the business address of each general partner; each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.

(d) Whether the limited partnership is a limited liability limited partnership.

(e) Any additional information which may be required by s. 620.2104 or s. 620.2108.

(2) A certificate of limited partnership may also contain any other matters, but may not vary or otherwise affect the provisions specified in s. 620.1110(2) in a manner inconsistent with that section.

(3) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(3), a limited partnership is formed when the Department of State files the certificate of limited partnership.

(4) Subject to subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, a filed certificate of conversion or merger, or a certificate of dissolution or revocation of dissolution, involving the limited partnership:

(a) The partnership agreement prevails as to partners and transferees.

(b) The filed certificate of limited partnership, statement of dissociation, termination, or change, certificate of conversion or merger, or certificate of dissolution or revocation of dissolution prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

History.–s. 17, ch. 2005-267.

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:

(a) The name of the limited partnership.

(b) The date of filing of its initial certificate.

(c) The changes the amendment or restatement makes to the certificate as most recently amended or restated.

(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:

(a) The admission of a new general partner;

(b) The dissociation of a person as a general partner; or

(c) The appointment of a person to wind up the limited partnership’s activities under s. 620.1803(3) or (4).

(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:

(a) Cause the certificate to be amended or restated; or

(b) If appropriate, deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207.

(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(3), 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(3), 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.

620.1203 Certificate of dissolution; statement of termination.–

(1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth:

(a) The name of the limited partnership.

(b) The date of filing of its initial certificate of limited partnership.

(c) The reason for filing the certificate of dissolution.

(d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4).

(2) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(3) the dissolution of the limited partnership shall be effective when the Department of State files the certificate of dissolution.

(3) A dissolved limited partnership that has completed winding up may deliver to the Department of State for filing a statement of termination that states:

(a) The name of the limited partnership.

(b) The date of filing of its initial certificate of limited partnership.

(c) The limited partnership has completed winding up its affairs and wishes to file a statement of termination.

(d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4).

History.–s. 17, ch. 2005-267.

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:

(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership.

(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of limited partnership.

(c) An amendment designating as general partner a person admitted under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner must be signed by that person.

(d) An amendment required by s. 620.1803(3) following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.

(e) Any other amendment must be signed by:

1. At least one general partner listed in the certificate of limited partnership.

2. Each other person designated in the amendment as a new general partner.

3. Each person that the amendment indicates has dissociated as a general partner, unless:

a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

b. The person has previously delivered to the Department of State for filing a statement of dissociation.

(f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate of limited partnership effects a change described under any other paragraph of this subsection, the certificate of limited partnership must also be signed in a manner that satisfies that paragraph.

(g) A certificate of dissolution, a statement of termination, and a certificate of revocation of dissolution must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 620.1803(3) or (4) to wind up the dissolved limited partnership’s activities.

(h) A certificate of conversion must be signed as provided in s. 620.2104(1).

(i) A certificate of merger must be signed as provided in s. 620.2108(1).

(j) Any other record delivered on behalf of a limited partnership to the Department of State for filing must be signed by at least one general partner listed in the certificate of limited partnership.

(k) A statement by a person pursuant to s. 620.1605(2) stating that the person has dissociated as a general partner must be signed by that person.

(l) A statement of withdrawal by a person pursuant to s. 620.1306 must be signed by that person.

(m) A record delivered on behalf of a foreign limited partnership to the Department of State for filing must be signed by at least one general partner of the foreign limited partnership.

(n) Any other record delivered on behalf of any person to the Department of State for filing must be signed by that person.

(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:

(a) The person to sign the record;

(b) The person to deliver the record to the Department of State for filing; or

(c) The Department of State to file the record unsigned.

(2) If the person aggrieved under subsection (1) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (1) may seek the remedies provided in subsection (1) in the same action in combination or in the alternative.

(3) A record filed unsigned pursuant to this section is effective without being signed.

History.–s. 17, ch. 2005-267.

620.1206 Delivery to and filing of records by Department of State; effective time and date.–

(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) Upon request and payment of a fee, the Department of State shall send to the requester a certified copy of the requested record.

(3) Except as otherwise provided in ss. 620.1116 and 620.1207, a record delivered to the Department of State for filing under this act may specify an effective time and a delayed effective date. Except as otherwise provided in this act, a record filed by the Department of State is effective:

(a) If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Department of State’s endorsement of the date and time on the record;

(b) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;

(c) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:

1. The specified date; or

2. The 90th day after the record is filed; or

(d) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:

1. The specified date; or

2. The 90th day after the record is filed.

History.–s. 17, ch. 2005-267.

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 or erroneous information or was defectively signed.

(2) A statement of correction may not state a delayed effective date and must:

(a) Describe the record to be corrected, including its filing date.

(b) Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective.

(c) Correct the incorrect information or defective signature.

(3) When filed by the Department of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:

(a) For the purposes of s. 620.1103(3) and (4).

(b) As to persons relying on the uncorrected record and adversely affected by the correction.

History.–s. 17, ch. 2005-267; s. 74, ch. 2006-1.

620.1208 Liability for false information in filed record.–

(1) If a record delivered to the Department of State for filing under this act and filed by the Department of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:

(a) A person that signed the record, or caused another to sign the record on the person’s behalf, and knew the information to be false at the time the record was signed.

(b) A general partner that has notice the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment pursuant to s. 620.1202, file a petition pursuant to s. 620.1205, or deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207.

(2) Signing a record authorized or required to be filed under this act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.

History.–s. 17, ch. 2005-267.

620.1209 Certificate of status.–

(1) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of limited partnership. A certificate of status must state:

(a) The limited partnership’s name.

(b) That the limited partnership was duly formed under the laws of this state and the date of formation.

(c) Whether all fees and penalties due to the Department of State under this act have been paid.

(d) Whether the limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State.

(e) Whether the Department of State has administratively dissolved the limited partnership or received a record notifying the Department of State that the limited partnership has been dissolved by judicial action pursuant to s. 620.1802.

(f) Whether the Department of State has filed a certificate of dissolution for the limited partnership.

(g) Whether the Department of State has filed a statement of termination for the limited partnership.

(2) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of authority. A certificate of status must state:

(a) The foreign limited partnership’s name and any alternate name adopted under s. 620.1905(1) for use in this state.

(b) That the foreign limited partnership is authorized to transact business in this state.

(c) Whether all fees and penalties due to the Department of State under this act or other law have been paid.

(d) Whether the foreign limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State.

(e) Whether the Department of State has revoked the foreign limited partnership’s certificate of authority or filed a notice of cancellation.

(3) Subject to any qualification stated in the certificate, a certificate of status issued by the Department of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.

History.–s. 17, ch. 2005-267.

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:

(a) The name of the limited partnership or, if a foreign limited partnership, the name under which the foreign limited partnership is registered to transact business in this state.

(b) The street and mailing address of the limited partnership or foreign limited partnership, the name of its registered agent in this state, and the street address of its registered office in this state.

(c) The name and business address of each general partner. Each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.

(d) Federal Employer Identification number.

(e) Any additional information that is necessary or appropriate to enable the Department of State to carry out the provisions of this act.

(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.–A person becomes a 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.–An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.

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:

(a) The limited partner seeks the information for a purpose reasonably related to the limited partner’s interest as a limited partner.

(b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information.

(c) The information sought is directly connected to the limited partner’s purpose.

(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:

(a) What information the limited partnership will provide in response to the demand.

(b) When and where the limited partnership will provide the information.

(c) If the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining.

(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:

(a) The information pertains to the period during which the person was a limited partner.

(b) The person seeks the information in good faith.

(c) The person meets the requirements of subsection (2).

(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:

(a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing; or

(b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Department of State for filing a statement of withdrawal under this section.

(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 coowners of the enterprise.

History.–s. 17, ch. 2005-267.

620.1401 Becoming general partner.–A person becomes a 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:

(a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(b) The limited partnership is a debtor in bankruptcy;

(c) The general partner has agreed that the creditor need not exhaust limited partnership assets;

(d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(e) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.

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:

(a) Amending the partnership agreement or the certificate of limited partnership, including any statement changing the status of the limited partnership to a limited liability limited partnership or deleting a statement that the limited partnership is a limited liability limited partnership.

(b) Admitting a limited partner under s. 620.1301.

(c) Admitting a general partner under s. 620.1401.

(d) Compromising a partner’s obligation to make contributions under s. 620.1502 or return an improper distribution under s. 620.1508.

(e) Expelling a limited partner under s. 620.1601.

(f) Redeeming a transferable interest subject to a charging order under s. 620.1703.

(g) Dissolving the limited partnership under s. 620.1801.

(h) Approving a plan of conversion under s. 620.2103 or a plan of merger under s. 620.2107.

(i) Selling, leasing, exchanging, or otherwise disposing of all, or substantially all, of the limited partnership’s property, with or without good will, other than in the usual and regular course of the limited partnership’s activities.

(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 be required to take any of the actions under subsection (1) or subsection (2) with the exception of 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 require the consent of the limited partners in the manner described therein.

(5) A transaction described in paragraph (1)(i) shall 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.

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:

(a) In the limited partnership’s designated office, required information.

(b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.

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

(a) Without demand, any information concerning the limited partnership’s activities, reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this act.

(b) On demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(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:

(a) The information or record pertains to the period during which the person was a general partner.

(b) The person seeks the information or record in good faith.

(c) The person satisfies the requirements imposed on a limited partner by s. 620.1304(2).

(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:

(a) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity.

(b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership.

(c) To refrain from competing with the limited partnership in the conduct of the limited partnership’s activities.

(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.–A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

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.–A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

History.–s. 17, ch. 2005-267.

620.1505 No distribution on account of dissociation.–A person does not have a right to receive a distribution on account of dissociation.

History.–s. 17, ch. 2005-267.

620.1506 Distribution in kind.–A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to s. 620.1813, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.

History.–s. 17, ch. 2005-267.

620.1507 Right to distribution.–When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.

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:

(a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or

(b) The limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving 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:

(a) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership.

(b) In all other cases, as of the date:

1. The distribution is authorized, if the payment occurs within 120 days after that date; or

2. The payment is made, if payment occurs more than 120 days after the distribution is authorized.

(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:

(a) Implead in the action any other person that is liable under subsection (1) and compel contribution from the person.

(b) Implead in the action any person that received a distribution in violation of subsection (2) and compel contribution from the person in the amount the person received in violation of subsection (2).

(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:

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

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

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

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

1. It is unlawful to carry on the limited partnership’s activities with the person as a limited partner;

2. There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;

3. The person is a corporation and, within 90 days after the limited partnership notifies the person that the corporation will be expelled as a limited partner because the corporation has filed a certificate of dissolution or the equivalent, the corporation’s charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, and there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

4. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

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

1. The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;

2. The person willfully or persistently committed a material breach of the partnership agreement, any duty the person may have under s. 620.1305(1), or the obligation of good faith and fair dealing under s. 620.1305(2); or

3. The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner;

(f) In the case of a person who is an individual, the person’s death;

(g) In the case of a person that is a trust or is acting as a limited 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;

(h) In the case of a person that is an estate or is acting as a limited 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;

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

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

1. Is not the converted or surviving entity; or

2. Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.

History.–s. 17, ch. 2005-267.

620.1602 Effect of dissociation as limited partner.–

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

(a) Subject to s. 620.1704, the person does not have further rights as a limited partner.

(b) The person’s obligation of good faith and fair dealing as a limited partner under s. 620.1305(2) continues only as to matters arising and events occurring before the dissociation and such person’s duties, if any, under s. 620.1305(1) terminate or continue in the same manner as provided in s. 620.1605(1)(b) and (c).

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

(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.–A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:

(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:

(a) It is unlawful to carry on the limited partnership’s activities with the person as a general partner;

(b) There has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;

(c) The person is a corporation and, within 90 days after the limited partnership notifies the person that the corporation will be expelled as a general partner because the corporation has filed a certificate of dissolution or the equivalent, the corporation’s charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, and there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(d) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

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

(a) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

(b) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.1408; or

(c) The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(6) The person’s:

(a) Becoming a debtor in bankruptcy;

(b) Execution of an assignment for the benefit of creditors;

(c) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property; or

(d) Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

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

(a) The person’s death;

(b) The appointment of a guardian or general conservator for the person; or

(c) A judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the partnership agreement;

(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:

(a) Is not the converted or surviving entity; or

(b) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

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:

(a) It is in breach of an express provision of the partnership agreement; or

(b) It occurs before the termination of the limited partnership, and:

1. The person withdraws as a general partner by express will;

2. The person is expelled as a general partner by judicial determination under s. 620.1603(5);

3. The person is dissociated as a general partner by becoming a debtor in bankruptcy; or

4. In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

(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:

(a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates.

(b) The person’s duty of loyalty as a general partner under s. 620.1408(2)(c) terminates.

(c) The person’s duty of loyalty as a general partner under s. 620.1408(2)(a) and (b) and duty of care under s. 620.1408(3) continue only with regard to matters arising and events occurring before the 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:

(a) The act would have bound the limited partnership under s. 620.1402 before the dissociation.

(b) At the time the other party enters into the transaction:

1. Less than 2 years have passed since the dissociation.

2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(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:

(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (1).

(b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

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:

(a) A general partner would be liable on the transaction.

(b) At the time the other party enters into the transaction:

1. Less than 2 years have passed since the dissociation.

2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(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:

(a) Is permissible.

(b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities.

(c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to any information to which a limited partner would otherwise have access under s. 620.1304, except as otherwise provided in subsection (3), or to inspect or copy the required information or the limited partnership’s other records.

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

(a) Distributions to which the transferor would otherwise be entitled.

(b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.

(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.–If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in s. 620.1702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under s. 620.1304.

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:

(a) The happening of an event specified in the partnership agreement;

(b) The consent of all general partners and of all limited partners;

(c) After the dissociation of a person as a general partner:

1. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership by all partners at the time the consent is to be effective; or

2. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:

a. Consent to continue the activities of the limited partnership and admit at least one general partner is given by all partners at the time the consent is to be effective;

b. At least one person is admitted as a general partner in accordance with the consent;

(d) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or

(e) The signing and filing of a declaration of dissolution by the Department of State under s. 620.1809(3).

(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.–On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.

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:

(a) May preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, and perform other necessary acts.

(b) Shall discharge, make provision for, or otherwise address the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.

(c) May file a statement of termination as provided in s. 620.1203.

(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:

(a) Has the powers of a general partner under s. 620.1804.

(b) Shall promptly amend the certificate of limited partnership to state:

1. That the limited partnership does not have a general partner.

2. The name of the person that has been appointed to wind up the limited partnership.

3. The street and mailing address of the person.

(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:

(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or

(b) The applicant establishes other good cause.

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:

(a) Is appropriate for winding up the limited partnership’s activities; or

(b) Would have bound the limited partnership under s. 620.1402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(a) At the time the other party enters into the transaction:

1. Less than 2 years have passed since the dissociation.

2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b) The act:

1. Is appropriate for winding up the limited partnership’s activities; or

2. Would have bound the limited partnership under s. 620.1402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

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:

(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation.

(b) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(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:

(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation.

(b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

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:

(a) Provide a reasonable description of the claim that the claimant may be entitled to assert.

(b) State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:

1. The amount that is admitted, which may be as of a given date.

2. Any interest obligation if fixed by an instrument of indebtedness.

(c) Provide a mailing address to which a claim may be sent.

(d) State the deadline, which may not be fewer than 120 days after the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved limited partnership or successor entity.

(e) State that the dissolved limited partnership or successor entity may make distributions thereafter to other claimants and to the partners or transferees of the limited partnership or persons interested as having been such without further notice.

(f) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 620.1404.

(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):

(a) Shall pay the claims admitted or made and not rejected in accordance with subsection (3).

(b) Shall post the security offered and not rejected pursuant to subsection (5).

(c) Shall post any security ordered by the circuit court in any proceeding under subsections (6) and (7).

(d) Shall pay or make provision for all other known obligations of the limited partnership or such successor entity.

If there are sufficient funds, such claims or obligations shall be paid in full, and any such provision for payments 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; however, such distribution may not be made before the expiration of 150 days after the date of the last notice of any rejection given pursuant to subsection (3). In the absence of actual fraud, the judgment of the general partners of the dissolved limited partnership, or other person or persons winding up the limited partnership under s. 620.1803, or the governing persons of such successor entity, as to the provisions made for the payment of all obligations under paragraph (d), is conclusive.

(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:

(a) Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent.

(b) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.

(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:

(a) A claimant who did not receive written notice under s. 620.1806(9) or whose claim was not provided for under s. 620.1806(10), whether such claim is based on an event occurring before or after the effective date of dissolution.

(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.

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

(a) Against the dissolved limited partnership, to the extent of its undistributed assets; or

(b) If the assets have been distributed in liquidation, against a partner or transferee of the dissolved limited partnership to the extent of such partner’s or transferee’s pro rata share of the claim or the limited partnership assets distributed to such partner or transferee in liquidation, whichever is less, provided the aggregate liability of any person for all claims against the dissolved limited partnership arising under this section or s. 620.1806, or, with respect to a limited partner, otherwise, may not exceed the amount distributed to the person in liquidation; or

(c) Against any person liable on the claim under s. 620.1404.

History.–s. 17, ch. 2005-267.

620.1808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.–If a claim is barred under s. 620.1806 or s. 620.1807, any corresponding claim under s. 620.1404, s. 620.1405, or s. 620.1607 is also 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, within 60 days after the due date:

(a) Pay any fee or penalty due to the Department of State under this act or other law;

(b) Deliver its annual report to the Department of State;

(c) Appoint and maintain a registered agent as required by s. 620.1114; or

(d) Deliver for filing a statement of a change under s. 620.1115 within 30 days after a change has occurred in the name of the registered agent or the registered office address.

(2) If the Department of State determines that a ground exists for administratively dissolving a limited partnership, the Department of State shall file a record of the determination and send a copy to the limited partnership.

(3) If within 60 days after sending the copy the limited partnership does not correct each ground for dissolution 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 by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The Department of State shall send the limited partnership a copy of the filed declaration.

(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.

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:

(a) The name of the limited partnership.

(b) The effective date of the dissolution that was revoked.

(c) The date that the revocation of dissolution was authorized.

(4) If there has been substantial compliance with subsection (3), subject to s. 620.1206(3) 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.

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:

(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under s. 620.1607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b) If a person does not contribute the full amount required under paragraph (a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.

(c) If a person does not make the additional contribution required by paragraph (b), further additional contributions are determined and due in the same manner as provided in that paragraph.

(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:

(a) The name of the foreign limited partnership and, if the name does not comply with s. 620.1108, an alternate name adopted pursuant to s. 620.1905(1).

(b) The state or other jurisdiction under whose law the foreign limited partnership is organized and the date of its formation.

(c) The principal office and mailing address of the foreign limited partnership.

(d) The name, street address in this state, and written acceptance of the foreign limited partnership’s initial registered agent in this state.

(e) The name and principal office and mailing address of each of the foreign limited partnership’s general partners. Each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and may not be dissolved, revoked, or withdrawn.

(f) Whether the foreign limited partnership is a foreign limited liability limited partnership.

(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:

(a) Maintaining, defending, and settling an action or proceeding.

(b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs.

(c) Maintaining accounts in financial institutions.

(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or electronic means or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.

(h) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.

(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner.

(j) Transacting business in interstate commerce.

(k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.

(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

(m) Owning, without more, real or personal property.

(2) 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.–Unless the Department of State determines that an application for a certificate of authority does not comply with the filing requirements of this act, the Department of State, upon payment of all filing fees, shall authorize the foreign limited partnership to transact business in this state.

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:

(a) Pay, within 60 days after the due date, any fee or penalty due to the Department of State under this act or other law;

(b) Deliver, within 60 days after the due date, its annual report required under s. 620.1210;

(c) Appoint and maintain an agent for service of process as required by s. 620.1114(2); or

(d) Deliver for filing a statement of a change under s. 620.1115 within 30 days after a change has occurred in the name or address of the agent.

(2) In order to revoke a certificate of authority, the Department of State must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership. The notice must state:

(a) The effective date of the revocation, which must be at least 60 days after the date the Department of State sends the copy.

(b) The foreign limited partnership’s failures to comply with subsection (1) which are the reason for the revocation.

(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1) stated in the notice. If the foreign limited partnership cures the failures, the Department of State shall so indicate on the filed notice.

History.–s. 17, ch. 2005-267.

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:

(a) The name of the foreign limited partnership as it appears on the records of the Department of State.

(b) The jurisdiction of its formation.

(c) The date the foreign limited partnership was authorized to transact business in this state.

(d) A statement that the foreign limited partnership is canceling its certificate of authority in this state.

(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.

620.1908 Action by Attorney General.–The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this act.

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:

(a) Change its name on the records of the Department of State;

(b) Amend its jurisdiction;

(c) Change its general partners;

(d) Add or delete its status as a limited liability limited partnership; or

(e) Amend any false statement contained in its application for certificate of authority.

(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:

(a) The name of the foreign limited partnership as it appears on the records of the Department of State.

(b) The jurisdiction of its formation.

(c) The date the foreign limited partnership was authorized to transact business in this state.

(d) If the name of the foreign limited partnership has been changed, the name relinquished and its new name.

(e) If the amendment changes the jurisdiction of the foreign limited partnership, a statement of such change.

(f) If the amendment changes the general partners, the name and address of each new general partner. Each general partner that is not an individual must be registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.

(g) If the foreign limited partnership corrects a false statement, the statement it is correcting and a statement containing the corrected information.

(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.–A partner may maintain a derivative action to enforce a right of a limited partnership if:

(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.–A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

(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.–In a derivative action, the complaint must state with particularity:

(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):

(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff.

(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit such proceeds to the limited partnership.

(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.–As used in this section and ss. 620.2102-620.2124:

(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:

(a) For a domestic or foreign general partnership, its partnership agreement.

(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement.

(c) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing law.

(d) For a business trust, its agreement of trust and declaration of trust.

(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing law, or comparable records as provided in its governing law.

(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own such organization, have an interest in the organization, or are members of the organization.

(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:

(a) By the organization’s governing law solely by reason of the person’s coowning, having an interest in, or being a member of the organization; or

(b) By the organization’s organizational documents under a provision of the organization’s governing law authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons’ coowning, having an interest in, or being 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:

(a) The other organization’s governing law authorizes the conversion.

(b) The conversion is permitted by the law of the jurisdiction that enacted the governing law.

(c) The other organization complies with its governing law in effecting the conversion.

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

(a) The name and form of the organization before conversion.

(b) The name and form of the organization after conversion.

(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.

(d) The organizational documents of the converted organization.

History.–s. 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:

(a) As provided in the plan.

(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.

History.–s. 17, ch. 2005-267.

620.2104 Filings required for conversion; effective date.–

(1) After a plan of conversion is approved:

(a) A converting limited partnership shall deliver to the Department of State for filing a certificate of conversion, signed by each general partner listed in the certificate of limited partnership, and must include:

1. A statement that the limited partnership has been converted into another organization.

2. The name and form of the organization and the jurisdiction of its governing law.

3. The date the conversion is effective under the governing law of the converted organization.

4. A statement that the conversion was approved as required by this act.

5. A statement that the conversion was approved as required by the governing law of the converted organization.

6. If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2105(3).

(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the Department of State for filing:

1. A certificate of limited partnership containing the information required by s. 620.1201, signed by each general partner as required by s. 620.1204(1)(a).

2. A certificate of conversion, which certificate of conversion must include:

a. A statement that the limited partnership was converted from another organization.

b. The name and form of the converting organization and the jurisdiction of its governing law.

c. A statement that the conversion was approved as required by this act.

d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.

(2) A conversion becomes effective:

(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.

(b) If the converted organization is not a limited partnership, as provided by the governing law of the converted organization.

History.–s. 17, ch. 2005-267.

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:

(a) Title to all real and other property, or any interest in such property, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.

(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.

(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.

(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.

(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.

(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of ss. 620.1801-620.1813.

(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.

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:

(a) The governing law of each of the other organizations authorizes the merger.

(b) The merger is permitted by the law of a jurisdiction that enacted each of those governing laws.

(c) Each of the other organizations complies with its governing law in effecting the merger.

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

(a) The name and form of each constituent organization.

(b) The name and form of the surviving organization.

(c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.

(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.

History.–s. 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:

(a) As provided in the plan; and

(b) Except as prohibited by the plan,

with the same consent as was required to approve the plan.

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:

(a) Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.

(b) Each other preexisting constituent organization, by an authorized representative.

(2) The certificate of merger must include:

(a) The name and form of each constituent organization and the jurisdiction of its governing law.

(b) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect.

(c) The date the merger is effective under the governing law of the surviving organization.

(d) Any amendments provided for in the plan of merger for the organizational document that created the organization.

(e) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law.

(f) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2109(2).

(g) Any additional information required by the governing law of any constituent organization.

(3) Each constituent limited partnership shall deliver the certificate of merger for filing in the Department of State.

(4) A merger becomes effective under this act:

(a) If the surviving organization is a limited partnership, upon the later of:

1. Compliance with subsection (3); or

2. Subject to s. 620.1206(3), as specified in the certificate of merger; or

(b) If the surviving organization is not a limited partnership, as provided by the governing law of the surviving organization.

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

History.–s. 17, ch. 2005-267.

620.2109 Effect of merger.–

(1) When a merger becomes effective:

(a) The surviving organization continues.

(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.

(c) All property owned by each constituent organization that ceases to exist vests in the surviving organization.

(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.

(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.

(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.

(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.

(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of ss. 620.1801-620.1813.

(i) Any amendments provided for in the certificate of merger for the organizational document that created the organization become effective.

(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state shall appoint the 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.

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

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

(a) The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.

(b) The partner has consented to the provision of the partnership agreement.

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

(a) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.

(b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

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

History.–s. 17, ch. 2005-267.

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:

(a) The provisions of this act pertaining to the collection or discharge of the liability continue to apply to the liability.

(b) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership.

(c) If a person is required to pay any amount under this subsection:

1. The person has a right of contribution from each other person that was liable as a general partner under s. 620.1404 when the obligation was incurred and has not been released from the obligation under s. 620.1607.

2. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

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

(a) A person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.

2. Reasonably believes that:

a. The converted or surviving business is the converting or constituent limited partnership.

b. The converting or constituent limited partnership is not a limited liability limited partnership.

c. The person is a general partner in the converting or constituent limited partnership.

(b) A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if:

1. Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership.

2. At the time the third party enters into the transaction less than 2 years have passed since the person dissociated as a general partner and the third party:

a. Does not have notice of the dissociation.

b. Does not have notice of the conversion or merger.

c. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.

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:

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402.

(b) At the time the third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.

2. Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

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

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402 if the person had been a general partner.

(b) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:

1. Does not have notice of the dissociation.

2. Does not have notice of the conversion or merger.

3. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or subsection (2), the person is liable:

(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation.

(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.

History.–s. 17, ch. 2005-267.

620.2113 Appraisal rights; definitions.–The following definitions apply to this section and ss. 620.2114-620.2124:

(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:

(a) Immediately before the effectuation of the appraisal event to which the partner objects.

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the transaction to which the partner objects unless exclusion would be inequitable to the limited partnership and its remaining partners.

(c) For a limited partnership with ten or fewer limited partners, without discounting for lack of marketability or minority status.

(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:

(a) Consummation of a merger of such limited partnership pursuant to this act and the limited partner possessed the right to vote upon the merger; or

(b) Consummation of a conversion of such limited partnership pursuant to this act and the limited partner possessed the right to vote upon the conversion.

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

(a) Appraisal rights shall not be available for limited partner interests which are:

1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

2. Not so listed or designated, but are issued by a limited partnership that has at least 500 partners and the interests of all partners in the partnership, including transferable interests, have a market value of at least $10 million, exclusive of the value of any such interests held by its general partners and other senior executives owning more than 10 percent of the rights to receive distributions from the limited partnership.

(b) The applicability of paragraph (a) shall be determined as of the date fixed to determine the limited partners entitled to receive notice of, and to vote upon, the appraisal event.

(c) Paragraph (a) shall not apply and appraisal rights shall be available pursuant to subsection (1) for any limited partners who are required by the appraisal event to accept for their limited partner interests anything other than cash or a proprietary interest of an entity that satisfies the standards set forth in paragraph (a) at the time the appraisal event becomes effective.

(d) Paragraph (a) shall not apply and appraisal rights shall be available pursuant to subsection (1) for the holders of a limited partner interest if:

1. Any of the partners’ interests in the limited partnership or the limited partnership’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, the beneficial owner of 20 percent or more of those interests in the limited partnership entitled to vote on the appraisal event, excluding any such interests acquired pursuant to an offer for all interests having such voting rights if such offer was made within 1 year prior to the appraisal event for consideration of the same kind and of a value equal to or less than that paid in connection with the appraisal event. For purposes of this subparagraph, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the right to vote, or to direct the voting of, an interest in a limited partnership with respect to approval of the appraisal event, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of an interest in a limited partnership held directly or indirectly by it on behalf of another person solely because such member is the record holder of interests in the limited partnership if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the interests in the limited partnership to be voted. When two or more persons agree to act together for the purpose of voting such interests, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting interests in the limited partnership beneficially owned by any member of the group; or

b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval of the appraisal event had, the power, contractually or otherwise, to cause the appointment or election of any senior executives; or

2. Any of the partners’ interests in the limited partnership or the limited partnership’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, a senior executive of the limited partnership or a senior executive of any affiliate of the limited partnership, and that senior executive will receive, as a result of the limited partnership action, a financial benefit not generally available to limited partners, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the appraisal event;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the appraisal event that are not more favorable than those existing before the appraisal event or, if more favorable, that have been approved by the limited partnership; or

c. In the case of a general partner of the limited partnership who will, during or as the result of the appraisal event, become a general partner, manager, or director of the surviving or converted organization or one of its affiliates, those rights and benefits as a general partner, manager, or director that are provided on the same basis as those afforded by the surviving or converted organization generally to other general partners, managers, or directors of the surviving or converted organization or its affiliate.

(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:

(a) Was not effectuated in accordance with the applicable provisions of ss. 620.2113-620.2124, the limited partnership’s certificate of limited partnership, or the partnership agreement; or

(b) Was procured as a result of fraud or material misrepresentation.

(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:

(a) Submits to the limited partnership the record limited partner’s written consent to the assertion of such rights no later than the date referred to in s. 620.2118(2)(b)2.

(b) Does so with respect to all limited partner interests of the class or series that are beneficially owned by the beneficial limited partner.

History.–s. 17, ch. 2005-267.

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:

(a) Must deliver to a general partner of the limited partnership before the vote is taken, or within 20 days after receiving the notice pursuant to s. 620.2116(3) if action is to be taken without a partner meeting, written notice of such person’s intent to demand payment if the proposed appraisal event is effectuated.

(b) Must not vote, or cause or permit to be voted, any limited partner interests of such class or series in favor of the appraisal event.

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

History.–s. 17, ch. 2005-267.

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:

(a) Supply a form that specifies the date that the appraisal event became effective and that provides for the limited partner to state:

1. The limited partner’s name and address.

2. The number, classes, and series of limited partner interests as to which the limited partner asserts appraisal rights.

3. That the limited partner did not vote for the transaction.

4. Whether the limited partner accepts the limited partnership’s offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the limited partner’s estimated fair value of the limited partner interests and a demand for payment of the limited partner’s estimated value plus interest.

(b) State:

1. Where the form described in paragraph (a) must be sent.

2. A date by which the limited partnership must receive the form, which date may not be fewer than 40 or more than 60 days after the date the appraisal notice and form described in this subsection are sent, and state that the limited partner shall have waived the right to demand appraisal with respect to the limited partner interests unless the form is received by the limited partnership by such specified date.

3. In the case of limited partner interest represented by a certificate, the location at which certificates for such certificated partnership interests must be deposited, if that action is required by the limited partnership, and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.

4. The limited partnership’s estimate of the fair value of the limited partner interests.

5. An offer to each limited partner who is entitled to appraisal rights to pay the limited partnership’s estimate of fair value set forth in subparagraph 4.

6. That, if requested in writing, the limited partnership will provide to the limited partner so requesting, within 10 days after the date specified in subparagraph 2., the number of limited partners who return the forms by the specified date and the total number of limited partner interests owned by them.

7. The date by which the notice to withdraw under s. 620.2119 must be received, which date must be within 20 days after the date specified in subparagraph 2.

(c) Be accompanied by:

1. Financial statements of the limited partnership that issued the limited partner interests to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the limited partnership’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.

2. A copy of ss. 620.2113-620.2124.

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:

(a) Against the limited partnership and in favor of any or all limited partners demanding appraisal if the court finds the limited partnership did not substantially comply with ss. 620.2116 and 620.2118; or

(b) Against either the limited partnership or a limited partner demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this act.

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

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

History.–s. 17, ch. 2005-267.

620.2124 Limitation on limited partnership payment.–

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

(a) Withdraw the notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the limited partnership; or

(b) Retain the status as a claimant against the limited partnership and, if the limited partnership is liquidated, be subordinated to the rights of creditors of the limited partnership, but have rights superior to the limited partners not asserting appraisal rights, and, if it is not liquidated, retain the right to be paid for the limited partner interests, which right the limited partnership shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The limited partner shall exercise the option under paragraph (1)(a) or paragraph (1)(b) by written notice filed with the limited partnership within 30 days after the limited partnership has given written notice that the payment for the limited partner interests cannot be made because of the restrictions of this section. If the limited partner fails to exercise the option, the limited partner shall be deemed to have withdrawn the notice of intent to assert appraisal rights.

History.–s. 17, ch. 2005-267.

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.–In applying and construing this act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

History.–s. 17, ch. 2005-267.

620.2202 Severability clause.–If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

History.–s. 17, ch. 2005-267.

620.2203 Relation to Electronic Signatures in Global and National Commerce Act.–This act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., but this act does not modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or authorize electronic delivery of any of the notices described in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except to the extent permitted pursuant to ss. 15.16, 116.34, and 668.50 of such act.

History.–s. 17, ch. 2005-267.

620.2204 Application to existing relationships.–

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

(a) A limited partnership formed on or after January 1, 2006.

(b) Except as otherwise provided in subsections (3) and (4), a limited partnership formed before January 1, 2006, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this act.

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

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

(a) The provisions of s. 620.1104(3) do not apply and the limited partnership has whatever duration such limited partnership had under the law applicable immediately before January 1, 2006.

(b) The limited partnership is not required to amend its certificate of limited partnership to comply with s. 620.1201(1)(d).

(c) The provisions of ss. 620.1601 and 620.1602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before ¹July 1, 2005.

(d) The provisions of s. 620.1603(4) do not apply.

(e) The provisions of s. 620.1603(5) do not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2006.

(f) The provisions of s. 620.1801(1)(c) do not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2006.

(4) With respect to a limited partnership that elects pursuant to paragraph (1)(b) to be subject to this act, after the election takes effect the provisions of this act relating to the liability of the limited partnership’s general partners to third parties apply:

(a) Before January 1, 2007, to:

1. A third party that had not done business with the limited partnership in the year before the election took effect.

2. A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election.

(b) On and after January 1, 2007, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (a)2.

History.–s. 17, ch. 2005-267; s. 78, ch. 2006-1.

¹Note.–Section 1206 of RE-RULPA (2001), as adopted by the National Conference of Commissioners on Uniform State Laws, provides for a date of “the effective date of this act.” The Florida Bar drafting committee that prepared the bill containing this act has reported that the “July 1, 2005″ date (instead of the effective date of the act referenced in the uniform law per the National Conference of Commissioners on Uniform State Laws) was the result of a clerical oversight and that it will attempt to correct this reference in future legislation.

620.2205 Savings clause.–This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect.

History.–s. 17, ch. 2005-267.

620.8101 Definitions.

620.8102 Knowledge and notice.

620.8103 Effect of partnership agreement; nonwaivable provisions.

620.8104 Supplemental principles of law.

620.8105 Execution, filing, and recording of partnership registration and other statements.

620.81055 Fees for filing documents and issuing certificates; powers of the Department of State.

620.8106 Governing law.

620.8107 Partnership subject to amendment or repeal of act.

620.8201 Partnership as entity.

620.8202 Formation of partnership.

620.8203 Partnership property.

620.8204 When property is partnership property.

620.8301 Partner agent of partnership.

620.8302 Transfer of partnership property.

620.8303 Statement of partnership authority.

620.8304 Statement of denial.

620.8305 Partnership liable for partner’s actionable conduct.

620.8306 Partner’s liability.

620.8307 Actions by and against partnership and partners.

620.8308 Liability of purported partner.

620.8401 Partner’s rights and duties.

620.8402 Distributions in kind.

620.8403 Partner’s rights and duties with respect to information.

620.8404 General standards of partner’s conduct.

620.8405 Actions by partnership and partners.

620.8406 Continuation of partnership beyond definite term or particular undertaking.

620.8501 Partner not coowner of partnership property.

620.8502 Partner’s transferable interest in partnership.

620.8503 Transfer of partner’s transferable interest.

620.8504 Partner’s transferable interest subject to charging order.

620.8601 Events causing partner’s dissociation.

620.8602 Partner’s power to dissociate; wrongful dissociation.

620.8603 Effect of partner’s dissociation.

620.8701 Purchase of dissociated partner’s interest.

620.8702 Dissociated partner’s power to bind and liability to partnership.

620.8703 Dissociated partner’s liability to other persons.

620.8704 Statement of dissociation.

620.8705 Continued use of partnership name.

620.8801 Events causing dissolution and winding up of partnership business.

620.8802 Partnership continues after dissolution.

620.8803 Right to wind up partnership business.

620.8804 Partner’s power to bind partnership after dissolution.

620.8805 Statement of dissolution.

620.8806 Partner’s liability to other partners after dissolution.

620.8807 Settlement of accounts and contributions among partners.

620.8911 Definitions.

620.8912 Conversion.

620.8913 Action on plan of conversion by converting partnership.

620.8914 Filings required for conversion; effective date.

620.8915 Effect of conversion.

620.8916 Merger.

620.8917 Action on plan of merger by constituent partnership.

620.8918 Filings required for merger; effective date.

620.8919 Effect of merger.

620.8920 Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.

620.8921 Liability of a partner after conversion or merger.

620.8922 Power of partners and persons dissociated as partners to bind organization after conversion or merger.

620.8923 Application of other laws to provisions governing conversions and mergers.

620.9001 Statement of qualification.

620.9002 Name.

620.9003 Annual report.

620.9101 Law governing foreign limited liability partnership.

620.9102 Statement of foreign qualification.

620.9103 Effect of failure to qualify.

620.9104 Activities not constituting transacting business.

620.9105 Action by Attorney General.

620.9901 Applicability.

620.9902 Saving clause.

620.81001 Uniformity of application and construction.–This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act.

History.–s. 13, ch. 95-242.

620.81002 Short title.–This act may be cited as the Revised Uniform Partnership Act of 1995.

History.–s. 13, ch. 95-242.

620.8101 Definitions.–As used in this act, the term:

(1) “Act” means the Revised Uniform Partnership Act of 1995, consisting of ss. 620.81001-620.9902.

(2) “Business” means any trade, occupation, profession, or investment activity.

(3) “Debtor in bankruptcy” means a person who is the subject of:

(a) An order for relief under Title 11, United States Code, or a comparable order under a successor statute of general application; or

(b) A comparable order under federal or state law governing insolvency.

(4) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.

(5) “Foreign limited liability partnership” means a partnership that is formed under laws other than the laws of this state and has the status of a limited liability partnership under those laws.

(6) “Limited liability partnership” means a registered limited liability partnership registered under former ss. 620.78-620.789 immediately prior to the effective date of this act or a partnership that has filed a statement of qualification under s. 620.9001 and has not filed a similar statement in any other jurisdiction.

(7) “Partnership” means an association of two or more persons to carry on as coowners a business for profit formed under s. 620.8202, predecessor law, or the comparable law of another jurisdiction.

(8) “Partnership agreement” means an agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(9) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(10) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.

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

(12) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(13) “Registration” or “registration statement” means a partnership registration statement filed with the Department of State under s. 620.8105.

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

(15) “Statement” means a statement of partnership authority under s. 620.8303, a statement of denial under s. 620.8304, a statement of dissociation under s. 620.8704, a statement of dissolution under s. 620.8805, a statement of merger under s. 620.8918, a statement of qualification under s. 620.9001, a statement of foreign qualification under s. 620.9102, or an amendment or cancellation of any of the foregoing.

(16) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, or encumbrance.

History.–s. 13, ch. 95-242; s. 1, ch. 99-285; s. 42, ch. 2001-63; s. 79, ch. 2006-1.

620.8102 Knowledge and notice.–

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

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

(a) Knows of the fact;

(b) Has received a notification of the fact; or

(c) Has reason to know the fact exists from all other facts known to the person at the time in question.

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

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

(a) Comes to the person’s attention; or

(b) Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

(5) Except as otherwise provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting a transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(6) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

History.–s. 13, ch. 95-242.

620.8103 Effect of partnership agreement; nonwaivable provisions.–

(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.

(2) The partnership agreement may not:

(a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners;

(b) Vary the law applicable to a limited liability partnership under s. 620.8106(2);

(c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3);

(d) Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c), but:

1. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

2. All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(e) Unreasonably reduce the duty of care under s. 620.8404(3) or s. 620.8603(2)(c);

(f) Eliminate the obligation of good faith and fair dealing under s. 620.8404(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;

(g) Vary the power to dissociate as a partner under s. 620.8602(1), except to require the notice under s. 620.8601(1) to be in writing;

(h) Vary the right of a court to expel a partner under the events specified in s. 620.8601(5);

(i) Vary the requirement to wind up the partnership business in cases specified in s. 620.8801(4), (5), or (6); or

(j) Restrict rights of third parties under this act.

History.–s. 13, ch. 95-242; s. 2, ch. 99-285; s. 18, ch. 2005-267.

620.8104 Supplemental principles of law.–

(1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.

(2) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in s. 687.01.

History.–s. 13, ch. 95-242.

620.8105 Execution, filing, and recording of partnership registration and other statements.–

(1) A partnership may file a partnership registration statement with the Department of State, which must include:

(a) The name of the partnership, which is filed for purpose of public notice only and creates no presumption of ownership beyond that which is created under the common law and which shall be recorded by the Department of State without regard to any other name recordation.

(b) The street address of the chief executive office of the partnership and the street address of the principal office of the partnership in this state, if there is one.

(c)1. The names and mailing addresses of all partners of the partnership; or

2. The name and street address of an agent in this state appointed and maintained by the partnership, who shall maintain a list of the names and mailing addresses of all of the partners of the partnership and, on request for good cause shown, shall make the list available to any person at an office open from at least 10 a.m. to 12 noon each day, except Saturdays, Sundays, and legal holidays.

(d) Pursuant to s. 119.092, the partnership’s federal employer identification number.

(e) The name and recorded document number in this state of a partner or agent named pursuant to subparagraph (c)2. that is a person other than an individual.

(2) The Department of State shall file a partnership registration statement under subsection (1) without regard to the use of the same or a similar name by another partnership registered or other entity organized or qualified in this state. The use of a partnership name in a registration statement filed with the Department of State is for the purpose of public notice only and does not create a presumption of ownership of the name used beyond that acquired under the common law.

(3) Each partner of a registered partnership, and any agent named pursuant to subparagraph (1)(c)2. that is a legal or other commercial entity, and not an individual, must:

(a) Be organized or otherwise registered with the Department of State as required by law.

(b) Maintain an active status with the Department of State.

(c) Not be dissolved, revoked, canceled, or withdrawn.

(4) Except as provided in s. 620.8304 or s. 620.8704, a statement may be filed with the Department of State only if the partnership has filed a registration statement pursuant to subsection (1). If otherwise sufficient, a certified copy of a statement that is filed in a jurisdiction other than this state may be filed with the Department of State in lieu of an original statement. Any such filing has the effect provided in this act with respect to partnership property located in, or transactions that occur in, this state.

(5) A partnership registration statement or other statement or a certificate of merger or certificate of conversion delivered to the Department of State for filing, which may be accomplished by electronic filing pursuant to s. 15.16, must be typewritten or legibly printed in the English language. A registration statement or other statement, or a certificate of merger or certificate of conversion, may specify a delayed effective time and, if so specified, such filing shall become effective at the delayed time and date specified. If a delayed effective date, but no time, is specified, the filing shall become effective at the close of business on the delayed effective date. Unless otherwise permitted by this chapter, a delayed effective date for a document to be filed may not be later than the 90th day after the date on which the document is filed.

(6) A registration statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this act. The execution of a statement by an individual as, or on behalf of, a partner or other person named as a partner in a filing constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

(7) A partnership may amend or cancel its registration statement, and a person authorized by this act to file a statement of partnership authority, a statement of denial, a statement of dissociation, a statement of dissolution, a certificate of merger, a certificate of conversion, a statement of qualification, or a statement of foreign qualification may amend or cancel such document, by filing an amendment or cancellation that:

(a) Identifies the partnership and the statement or certificate being amended or canceled.

(b) States the substance of what is being amended or canceled.

(8) A certified copy of a statement or certificate that has been filed with the Department of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement or certificate filed with the Department of State does not have the effect provided for recorded statements in this act.

(9) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person who is not a partner.

(10) If a document is determined by the Department of State to be incomplete and inappropriate for filing, the Department of State shall return the document to the person or entity filing it within 15 days after the document was received for filing, together with a brief written explanation of the reason for the refusal to file the document. If the applicant returns the document with corrections in accordance with the rules of the Department of State within 60 days after it was mailed to the applicant by the Department of State and, if at the time of return the applicant so requests in writing, the filing date of the document will be the filing date that would have been applied had the original document not been deficient, except as to persons who relied on the record before correction and were adversely affected thereby.

History.–s. 13, ch. 95-242; s. 3, ch. 99-285; s. 19, ch. 2005-267.

620.81055 Fees for filing documents and issuing certificates; powers of the Department of State.–

(1) The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing:

(a) Partnership registration statement: $50.

(b) Statement of partnership authority: $25.

(c) Statement of denial: $25.

(d) Statement of dissociation: $25.

(e) Statement of dissolution: $25.

(f) Statement of qualification: $25.

(g) Statement of foreign qualification: $25.

(h) Limited liability partnership annual report: $25.

(i) Statement of merger for each party thereto: $25.

(j) Amendment to any statement or registration: $25.

(k) Cancellation of any statement or registration: $25.

(l) Certified copy of any recording or part thereof: $52.50.

(m) Certificate of status: $8.75.

(n) Certificate of conversion: $25.

(o) Any other document required or permitted to be filed by this act: $25.

(2) The Department of State has the power and authority reasonably necessary to enable it to administer this act efficiently, to perform the duties imposed upon it by this act, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this act conferring duties upon it.

History.–s. 13, ch. 95-242; s. 200, ch. 98-200; s. 4, ch. 99-285; s. 20, ch. 2005-267.

620.8106 Governing law.–

(1) Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among partners and between the partners and a partnership.

(2) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.

History.–s. 13, ch. 95-242; s. 5, ch. 99-285.

620.8107 Partnership subject to amendment or repeal of act.–A partnership governed by this act is subject to any amendment to or repeal of this act.

History.–s. 13, ch. 95-242.

620.8201 Partnership as entity.–

(1) A partnership is an entity distinct from its partners.

(2) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under s. 620.9001.

History.–s. 13, ch. 95-242; s. 6, ch. 99-285.

620.8202 Formation of partnership.–

(1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

(2) An association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.

(3) In determining whether a partnership is formed, the following rules apply:

(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not, by itself, establish a partnership, even if the coowners share profits made by the use of the property.

(b) The sharing of gross returns does not, by itself, establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

1. Of a debt by installments or otherwise;

2. For services as an independent contractor or of wages or other compensation to an employee;

3. Of rent;

4. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;

5. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

6. For the sale of the goodwill of a business or other property by installments or otherwise.

History.–s. 13, ch. 95-242.

620.8203 Partnership property.–Property acquired by a partnership is property of the partnership and not of the partners individually.

History.–s. 13, ch. 95-242.

620.8204 When property is partnership property.–

(1) Property is partnership property if acquired in the name of:

(a) The partnership; or

(b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(2) Property is acquired in the name of the partnership by a transfer to:

(a) The partnership in its name; or

(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.

(4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

History.–s. 13, ch. 95-242.

620.8301 Partner agent of partnership.–Subject to the effect of a statement of partnership authority under s. 620.8303:

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course of partnership business or business of the kind carried on by the partnership, in the geographic area in which the partnership operates, binds the partnership unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by all of the other partners or is authorized by the terms of a written partnership agreement.

History.–s. 13, ch. 95-242.

620.8302 Transfer of partnership property.–

(1) Partnership property may be transferred as follows:

(a) Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(2) A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under s. 620.8301 and:

(a) As to a subsequent transferee who gave value for property transferred under paragraph (1)(a) or paragraph (1)(b), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(b) As to a transferee who gave value for property transferred under paragraph (1)(c), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under subsection (2) from any earlier transferee of the property.

(4) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in such person. Such person may execute a document in the name of the partnership to evidence vesting of the property in such person and may file or record the document.

History.–s. 13, ch. 95-242.

620.8303 Statement of partnership authority.–

(1) A partnership may file a statement of partnership authority, which:

(a) Must include the name of the partnership, as identified in the records of the Department of State, and the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.

(b) May also state or include the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership, and any other matter.

(2) If a filed statement of partnership authority is executed pursuant to s. 620.8105(6) and states the name of the partnership but does not contain all of the other information required by subsection (1), the statement nevertheless operates with respect to a person not a partner as provided in subsections (3) and (4).

(3) Except as provided in subsection (6), a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(a) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(b) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of such real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on such authority is not then of record in the office for recording transfers of such real property. The recording in the office for recording transfers of such real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(4) A person who is not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of such real property.

(5) Except as otherwise provided in subsections (3) and (4) and ss. 620.8704 and 620.8805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

(6) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Department of State.

History.–s. 13, ch. 95-242; s. 7, ch. 99-285.

620.8304 Statement of denial.–

(1) A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an agent pursuant to s. 620.8105(1)(c) may file a statement of denial stating:

(a) The name of the partnership, as identified in the records of the Department of State; and

(b) The fact that is being denied, which may include denial of a person’s authority or status as a partner.

(2) A statement of denial may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.

(3) A statement of denial is a limitation on authority as provided in s. 620.8303(3) and (4).

History.–s. 13, ch. 95-242; s. 8, ch. 99-285.

620.8305 Partnership liable for partner’s actionable conduct.–

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

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

History.–s. 13, ch. 95-242.

620.8306 Partner’s liability.–

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

(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.

(3) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under s. 620.9001(2). Notwithstanding the provisions of this subsection, at any time during the first 6 months after the effective date of this subsection, a limited liability partnership that became a limited liability partnership before the effective date of this subsection may, by filing a notice with the Secretary of State so stating, waive its partners’ protection from liability arising from written contractual obligations of the limited liability partnership with regard to any particular written obligations or all written obligations entered into at any time or during any particular period of time set forth in the notice. If a limited liability partnership executes and delivers such a notice, each partner of the limited liability partnership is jointly and severally liable for the contractual obligations of the partnership which are the subject of the notice, except that no partner is liable under any such contract for any amount in excess of the amount for which the partner would have been liable under the laws of this state as they existed immediately before the effective date of this subsection.

History.–s. 13, ch. 95-242; s. 9, ch. 99-285.

620.8307 Actions by and against partnership and partners.–

(1) A partnership may sue and be sued in the name of the partnership.

(2) An action may be brought against the partnership and, to the extent not inconsistent with s. 620.8306, any or all of the partners in the same action or in separate actions.

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

(4) A judgment creditor of a partner may perfect a judgment lien but may not proceed against or otherwise levy or execute against the assets of the partner to satisfy a judgment arising from a partnership obligation or liability unless the partner is personally liable for the claim under s. 620.8306 and:

(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(b) The partnership is a debtor in bankruptcy;

(c) The partner has agreed that the creditor need not exhaust partnership assets;

(d) A court grants permission to the judgment creditor to proceed against or otherwise levy or execute against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under s. 620.8308.

History.–s. 13, ch. 95-242; s. 10, ch. 99-285.

620.8308 Liability of purported partner.–

(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made if such person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to such liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to such liability jointly and severally with any other person consenting to the representation.

(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.

(5) Except as otherwise provided in subsections (1) and (2), persons who are not partners as to each other are not liable as partners to other persons.

History.–s. 13, ch. 95-242.

620.8401 Partner’s rights and duties.–

(1) Each partner is deemed to have an account which is:

(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and

(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.

(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

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

(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or subsection (4) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(6) Each partner has equal rights in the management and conduct of the partnership business.

(7) A partner may use or possess partnership property only on behalf of the partnership.

(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(9) A person may become a partner only with the consent of all of the partners.

(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(11) This section does not affect the obligations of a partnership to other persons under s. 620.8301.

History.–s. 13, ch. 95-242.

620.8402 Distributions in kind.–A partner has no right to receive, and may not be required to accept, a distribution in kind.

History.–s. 13, ch. 95-242.

620.8403 Partner’s rights and duties with respect to information.–

(1) A partnership shall keep its books and records, if any, at the chief executive office of the partnership.

(2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

(a) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this act; and

(b) Upon demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

History.–s. 13, ch. 95-242.

620.8404 General standards of partner’s conduct.–

(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3).

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

(a) To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

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

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

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

(6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

History.–s. 13, ch. 95-242; s. 21, ch. 2005-267.

620.8405 Actions by partnership and partners.–

(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(a) Enforce such partner’s rights under the partnership agreement;

(b) Enforce such partner’s rights under this act, including:

1. Such partner’s rights under s. 620.8401, s. 620.8403, or s. 620.8404;

2. Such partner’s right upon dissociation to have the partner’s interest in the partnership purchased pursuant to s. 620.8701 or enforce any other right under ss. 620.8601-620.8705; or

3. Such partner’s right to compel a dissolution and winding up of the partnership business under s. 620.8801 or enforce any other right under ss. 620.8801-620.8807; or

(c) Enforce the rights and otherwise protect the interests of such partner, including rights and interests arising independently of the partnership relationship.

(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

History.–s. 13, ch. 95-242.

620.8406 Continuation of partnership beyond definite term or particular undertaking.–

(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.

History.–s. 13, ch. 95-242.

620.8501 Partner not coowner of partnership property.–Partnership property is owned by the partnership as an entity, not by the partners as coowners. A partner has no interest that can be transferred, either voluntarily or involuntarily, in specific partnership property.

History.–s. 13, ch. 95-242.

620.8502 Partner’s transferable interest in partnership.–The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. A partner’s interest in the partnership is personal property.

History.–s. 13, ch. 95-242.

620.8503 Transfer of partner’s transferable interest.–

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

(a) Is permissible.

(b) Does not, by itself, cause the partner’s dissociation or a dissolution and winding up of the partnership business.

(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(2) A transferee of a partner’s transferable interest in the partnership has a right:

(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(c) To seek, under ¹s. 620.839(6), a judicial determination that it is equitable to wind up the partnership business.

(3) In a dissolution and winding up of a partnership, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all the partners.

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

(5) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.

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

History.–s. 13, ch. 95-242.

¹Note.–Section 620.839 does not exist.

620.8504 Partner’s transferable interest subject to charging order.–

(1) Upon application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(2) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(3) At any time before foreclosure, an interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than partnership property, by one or more of the other partners; or

(c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(4) This act does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.

(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.

History.–s. 13, ch. 95-242.

620.8601 Events causing partner’s dissociation.–A partner is dissociated from a partnership upon the occurrence of any of the following events:

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

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

(3) The partner’s expulsion pursuant to the partnership agreement;

(4) The partner’s expulsion by a unanimous vote of the other partners if:

(a) It is unlawful to carry on the partnership business with such partner;

(b) There has been a transfer of all or substantially all of such partner’s transferable interest in the partnership other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed;

(c) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of the corporate partner’s charter or the corporate partner’s right to conduct business; or

(d) A partnership that is a partner has been dissolved and its business is being wound up;

(5) On application by the partnership or another partner, the partner’s expulsion by judicial determination because:

(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; or

(c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) The partner’s:

(a) Becoming a debtor in bankruptcy;

(b) Executing an assignment for the benefit of creditors;

(c) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of such partner or of all or substantially all of such partner’s property; or

(d) Failing, within 90 days after appointment, to have vacated or have stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

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

(a) The partner’s death;

(b) The appointment of a guardian or general conservator for the partner; or

(c) A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

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

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

(10) Termination of a partner who is not an individual, partnership, corporation, trust, or estate.

History.–s. 13, ch. 95-242.

620.8602 Partner’s power to dissociate; wrongful dissociation.–

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1).

(2) A partner’s dissociation is wrongful only if:

(a) It is in breach of an express provision of the partnership agreement; or

(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

1. The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under this subsection;

2. The partner is expelled by judicial determination under s. 620.8601(5);

3. The partner is dissociated by becoming a debtor in bankruptcy; or

4. In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because the partner willfully dissolved or terminated.

(3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.

History.–s. 13, ch. 95-242.

620.8603 Effect of partner’s dissociation.–

(1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply.

(2) Upon a partner’s dissociation:

(a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in s. 620.8803;

(b) The partner’s duty of loyalty under s. 620.8404(2)(c) terminates; and

(c) The partner’s duty of loyalty under s. 620.8404(2)(a) and (b) and duty of care under s. 620.8404(3) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to s. 620.8803.

History.–s. 13, ch. 95-242.

620.8701 Purchase of dissociated partner’s interest.–

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2).

(2) The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under s. 620.8807(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value of the assets or the value of the assets based upon a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of such date. Interest must be paid from the date of dissociation to the date of payment.

(3) Damages for wrongful dissociation under s. 620.8602(2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under s. 620.8702.

(5) If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3).

(6) If a deferred payment is authorized under subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(7) The payment or tender required by subsection (5) or subsection (6) must be accompanied by the following:

(a) A statement of partnership assets and liabilities as of the date of dissociation;

(b) The latest available partnership balance sheet and income statement, if any;

(c) An explanation of how the estimated amount of the payment was calculated; and

(d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3), or other terms of the obligation to purchase.

(8) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and shall bear interest.

(9) A dissociated partner may maintain an action against the partnership, pursuant to s. 620.8405(2)(b)2., to determine the buyout price of that partner’s interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection (7).

History.–s. 13, ch. 95-242; s. 11, ch. 99-285.

620.8702 Dissociated partner’s power to bind and liability to partnership.–

(1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under ss. 620.8911-620.8923, is bound by an act of the dissociated partner which would have bound the partnership under s. 620.8301 before dissociation only if, at the time of entering into the transaction, the other party:

(a) Reasonably believed that the dissociated partner was then a partner;

(b) Did not have notice of the partner’s dissociation; and

(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).

(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1).

History.–s. 13, ch. 95-242; s. 12, ch. 99-285; s. 80, ch. 2006-1.

620.8703 Dissociated partner’s liability to other persons.–

(1) A partner’s dissociation does not, by itself, discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2).

(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to any other party to a transaction entered into by the partnership, or a surviving partnership under ss. 620.8911-620.8923, within 1 year after the partner’s dissociation only if the partner is liable for the obligation under s. 620.8306 and, at the time of entering into the transaction, the other party:

(a) Reasonably believed that the dissociated partner was then a partner;

(b) Did not have notice of the partner’s dissociation; and

(c) Is not deemed to have had knowledge under s. 620.8303(4) or notice under s. 620.8704(4).

(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

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

History.–s. 13, ch. 95-242; s. 13, ch. 99-285; s. 81, ch. 2006-1.

620.8704 Statement of dissociation.–

(1) A dissociated partner or the partnership may file a statement of dissociation stating:

(a) The name of the partnership as identified in the records of the Department of State.

(b) That the partner is dissociated from the partnership.

(2) A statement of dissociation may be filed without regard to the provisions of s. 620.8105(4) if it states that no partnership registration statement has been filed with the Department of State.

(3) A statement of dissociation is a limitation on the authority of a dissociated partner for purposes of s. 620.8303(4) and (5).

(4) For purposes of ss. 620.8702(1)(c) and 620.8703(2)(c), a person who is not a partner is deemed to have notice of the dissociation 90 days after a statement of dissociation is filed.

History.–s. 13, ch. 95-242; s. 14, ch. 99-285.

620.8705 Continued use of partnership name.–Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not, by itself, make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

History.–s. 13, ch. 95-242.

620.8801 Events causing dissolution and winding up of partnership business.–A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking:

(a) Within 90 days after a partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner’s will to wind up the partnership business;

(b) The express will of all of the partners to wind up the partnership’s business; or

(c) The expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated;

(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

History.–s. 13, ch. 95-242; s. 15, ch. 99-285.

620.8802 Partnership continues after dissolution.–

(1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(2) At any time after the dissolution of a partnership before the winding up of partnership business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:

(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined is as if the dissolution had never occurred; and

(b) The rights of a third party accruing under s. 620.8804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

History.–s. 13, ch. 95-242.

620.8803 Right to wind up partnership business.–

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but, upon application of any partner, partner’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.

(2) The legal representative of the last surviving partner may wind up a partnership’s business.

(3) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to s. 620.8807, settle disputes by mediation or arbitration, and perform any other necessary acts.

History.–s. 13, ch. 95-242.

620.8804 Partner’s power to bind partnership after dissolution.–Subject to s. 620.8805, a partnership is bound by a partner’s act after dissolution which:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under s. 620.8301 before dissolution if any other party to the transaction did not have notice of the dissolution.

History.–s. 13, ch. 95-242.

620.8805 Statement of dissolution.–

(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating:

(a) The name of the partnership, as identified in the records of the Department of State; and

(b) That the partnership has dissolved and is winding up its business.

(2) A statement of dissolution cancels a filed statement of partnership authority for purposes of s. 620.8303(3) and is a limitation on authority for purposes of s. 620.8303(4).

(3) For purposes of ss. 620.8301 and 620.8804, a person who is not a partner is deemed to have notice of a dissolution, and the limitation on the partners’ authority as a result of the statement of dissolution, 90 days after it is filed.

(4) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner, as provided in s. 620.8303(3) and (4), in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

History.–s. 13, ch. 95-242; s. 16, ch. 99-285.

620.8806 Partner’s liability to other partners after dissolution.–

(1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner’s share of any partnership liability incurred under s. 620.8804.

(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under s. 620.8804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

History.–s. 13, ch. 95-242; s. 17, ch. 99-285.

620.8807 Settlement of accounts and contributions among partners.–

(1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership’s obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2).

(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under s. 620.8306. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account.

(3) If a partner fails to contribute the full amount required under subsection (2), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under s. 620.8306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under s. 620.8306.

(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under s. 620.8306.

(5) The estate of a deceased partner is liable for such partner’s obligation to contribute to the partnership.

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

History.–s. 13, ch. 95-242; s. 18, ch. 99-285.

620.8911 Definitions.–As used in this section and ss. 620.8912-620.8923:

(1) “Constituent partnership” means a constituent organization that is a partnership governed by this act.

(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. 620.8912-620.8915.

(4) “Converting partnership” means a converting organization that is a partnership governed by this act.

(5) “Converting organization” means an organization that converts into another organization pursuant to s. 620.8912.

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

(7) “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 law or other applicable law, provided such term shall 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 both domestic and foreign organizations.

(8) “Organizational documents” means:

(a) For a domestic or foreign general partnership, its partnership agreement.

(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement.

(c) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing law.

(d) For a business trust, its agreement of trust and declaration of trust.

(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing law, or comparable records as provided in its governing law.

(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(9) “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:

(a) By the organization’s governing law solely by reason of the person’s coowning, having an interest in, or being a member of the organization; or

(b) By the organization’s organizational documents under a provision of the organization’s governing law authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons’ coowning, having an interest in, or being a member of the organization.

(10) “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.

(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. 22, ch. 2005-267; s. 135, ch. 2007-5.

620.8912 Conversion.–

(1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ss. 620.8913-620.8915 and a plan of conversion, if:

(a) The other organization’s governing law authorizes the conversion.

(b) The conversion is permitted by the law of the jurisdiction that enacted the governing law.

(c) The other organization complies with its governing law in effecting the conversion.

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

(a) The name and form of the organization before conversion.

(b) The name and form of the organization after conversion.

(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.

(d) The organizational documents of the converted organization.

History.–s. 22, ch. 2005-267.

620.8913 Action on plan of conversion by converting partnership.–

(1) A plan of conversion must be consented to by all of the partners of a converting partnership. The consents required by this subsection must be in, or evidenced by, a record.

(2) Subject to s. 620.8920 and any contractual rights, after a conversion is approved, and at any time before a filing is made under s. 620.8914, a converting partnership may amend the plan or abandon the planned conversion:

(a) As provided in the plan.

(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.

History.–s. 22, ch. 2005-267.

620.8914 Filings required for conversion; effective date.–

(1) After a plan of conversion is approved:

(a) A converting partnership shall deliver to the Department of State for filing a statement of registration in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. 620.8105, which must include:

1. A statement that the partnership has been converted into another organization.

2. The name and form of the organization and the jurisdiction of its governing law.

3. The date the conversion is effective under the governing law of the converted organization.

4. A statement that the conversion was approved as required by this act.

5. A statement that the conversion was approved as required by the governing law of the converted organization.

6. If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.8915(3).

(b) In the case of a converting organization converting into a partnership to be governed by this act, the converting organization shall deliver to the Department of State for filing:

1. A certificate of registration in accordance with s. 620.8105.

2. A certificate of conversion, in accordance with s. 620.8105, which certificate of conversion must include:

a. A statement that the partnership was converted from another organization.

b. The name and form of the converting organization and the jurisdiction of its governing law.

c. A statement that the conversion was approved as required by this act.

d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.

e. The effective time of the conversion, if other than the time of the filing of the statement of conversion.

(2) A conversion becomes effective:

(a) If the converted organization is a partnership, at the time specified in the plan of conversion or the certificate of conversion, which may be as of or after the time of the filing of the certificate of conversion, and, if the certificate of conversion does not contain such an effective time, the effective time shall be upon the filing of the certificate of conversion with the Department of State, provided, if the certificate has a delayed effective date, the certificate may not be effective any later than the 90th day after the date it was filed and provided further, the effective date shall not be any earlier than the effective date of the statement of registration filed with the Department of State for the partnership in accordance with s. 620.8105.

(b) If the converted organization is not a partnership, as provided by the governing law of the converted organization.

History.–s. 22, ch. 2005-267.

620.8915 Effect of conversion.–

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

(2) When a conversion takes effect:

(a) Title to all real estate and other property, or any interest therein, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.

(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.

(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.

(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.

(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.

(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for purposes of this act and ss. 620.8801-620.8807 shall not apply.

(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state shall appoint the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Department of State under this subsection shall be made in the same manner and with the same consequences as provided in s. 48.181.

(4) A copy of the certificate 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. 22, ch. 2005-267.

620.8916 Merger.–

(1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 and a plan of merger, if:

(a) The governing law of each of the other organizations authorizes the merger.

(b) The merger is permitted by the law of each jurisdiction that enacted those governing laws.

(c) Each of the other organizations complies with its governing law in effecting the merger.

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

(a) The name and form of each constituent organization.

(b) The name and form of the surviving organization.

(c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.

(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.

History.–s. 22, ch. 2005-267.

620.8917 Action on plan of merger by constituent partnership.–

(1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must be in, or evidenced by, a record.

(2) Subject to s. 620.8920 and any contractual rights, after a merger is approved, and at any time before a filing is made under s. 620.8918, a constituent partnership may amend the plan or abandon the planned merger:

(a) As provided in the plan.

(b) Except as prohibited by the plan, with the same consent as was required to approve the plan.

History.–s. 22, ch. 2005-267.

620.8918 Filings required for merger; effective date.–

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

(a) Each preexisting constituent partnership, by all of the partners of such partnership.

(b) Each other preexisting constituent organization, by an authorized representative.

(2) The certificate of merger must include:

(a) The name and form of each constituent organization and the jurisdiction of its governing law.

(b) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect.

(c) The date the merger is effective under the governing law of the surviving organization.

(d) Any amendments provided for in the plan of merger for the organizational document that created the organization.

(e) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law.

(f) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.8919(2).

(g) Any additional information required by the governing law of any constituent organization.

(3) Each constituent partnership shall deliver to the Department of State for filing a statement of registration in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of merger in accordance with s. 620.8105.

(4) A merger becomes effective under this act:

(a) If the surviving organization is a partnership, at the time specified in the plan of merger or the certificate of merger, which may be as of or after the time of the filing of the certificate of merger, and, if the certificate of merger does not contain such an effective time, the effective time shall be upon the filing of the statement of merger with the Department of State, provided, if the certificate has a delayed effective date, the certificate may not be effective any later than the 90th day after the date it was filed, and provided further, the effective date shall not be any earlier than the effective date of the statement of registration filed with the Department of State for the partnership in accordance with s. 620.8105.

(b) If the surviving organization is not a partnership, as provided by the governing law of the surviving organization.

(5) A certificate of merger shall act as a cancellation of any statement of registration for purposes of s. 620.8105 for a partnership that is a party to the merger that is not the surviving organization, which cancellation shall be deemed filed upon the effective date of the merger.

History.–s. 22, ch. 2005-267.

620.8919 Effect of merger.–

(1) When a merger becomes effective:

(a) The surviving organization continues.

(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.

(c) Title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment.

(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.

(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.

(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.

(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.

(h) Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership for purposes of this act, and ss. 620.8801-620.8807 shall not apply.

(i) Any amendments provided for in the certificate of merger for the organizational document that created the organization become effective.

(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state shall appoint the Department of State as its agent for service of process pursuant to the provisions of s. 48.181.

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

History.–s. 22, ch. 2005-267.

620.8920 Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.–

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

(a) The partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.

(b) The partner has consented to the provision of the partnership agreement.

(2) An amendment to a statement of qualification of a limited liability partnership which revokes its status as such is ineffective without the consent of each general partner unless:

(a) The limited liability partnership’s partnership agreement provides for the amendment with the consent of less than all its partners.

(b) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.

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

History.–s. 22, ch. 2005-267.

620.8921 Liability of a partner after conversion or merger.–

(1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 and 620.8703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:

(a) The provisions of this act pertaining to the collection or discharge of the liability continue to apply to the liability.

(b) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership.

(c) If a person is required to pay any amount under this subsection:

1. The person has a right of contribution from each other person that was liable as a partner under s. 620.8306 when the obligation was incurred and has not been released from the obligation under s. 620.8703.

2. Any such rights of contribution and the relative amounts of contribution shall be determined and settled in the same manner as provided in s. 620.8807(3).

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

(a) A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.

2. Reasonably believes that:

a. The converted or surviving business is the converting or constituent partnership.

b. The converting or constituent partnership is not a limited liability limited partnership.

c. The person is a partner in the converting or constituent partnership.

(b) A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if:

1. Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership.

2. At the time the third party enters into the transaction fewer than 2 years have passed since the person dissociated as a partner, and the third party:

a. Does not have notice of the dissociation.

b. Does not have notice of the conversion or merger.

c. Reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent limited partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.

History.–s. 22, ch. 2005-267.

620.8922 Power of partners and persons dissociated as partners to bind organization after conversion or merger.–

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

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.8301.

(b) At the time the third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.

2. Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

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

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent partnership under s. 620.8301 if the person had been a partner.

(b) At the time the third party enters into the transaction, fewer than 2 years have passed since the person dissociated as a partner, and the third party:

1. Does not have notice of the dissociation.

2. Does not have notice of the conversion or merger.

3. Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or subsection (2), the person is liable:

(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation.

(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.

History.–s. 22, ch. 2005-267.

620.8923 Application of other laws to provisions governing conversions and mergers.–

(1) The provisions of ss. 620.8911-620.8922 do not preclude an entity from being converted or merged under other law.

(2) The provisions of ss. 620.8911-620.8922 do not authorize any act prohibited by any other applicable law or change the requirements of any law or rule regulating a specific organization or industry, including, but not limited to, a not-for-profit organization, insurance, banking or investment establishment, or other regulated business or activity.

History.–s. 22, ch. 2005-267.

620.9001 Statement of qualification.–

(1) A partnership may become a limited liability partnership pursuant to this section.

(2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.

(3) After the approval required by subsection (2), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:

(a) The name of the partnership as identified in the records of the Department of State;

(b) The street address of the partnership’s chief executive office and, if different, the street address of its principal office in this state, if there is one;

(c) The name and street address of the partnership’s agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state;

(d) A statement that the partnership elects to be a limited liability partnership; and

(e) A deferred effective date, if any.

(4) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.

(5) The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3).

(6) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(7) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

History.–s. 23, ch. 99-285.

620.9002 Name.–The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”

History.–s. 24, ch. 99-285.

620.9003 Annual report.–

(1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains:

(a) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(b) The current street address of the partnership’s chief executive office and, if different, the current street address of its principal office in this state, if there is one;

(c) The partnership’s Federal Employer Identification Number, if any, or, if none, whether one has been applied for; and

(d) The name and street address of the partnership’s current agent for service of process, who must be an individual resident of this state or other person authorized to do business in this state.

(2) An annual report must be filed between January 1 and May 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.

(3) The Secretary of State may administratively revoke the statement of qualification of a partnership that fails to file an annual report when due or to pay the required filing fee. The Secretary of State shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice is effective 5 days after it is deposited in the United States mail addressed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the date on or after which the revocation will become effective. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.

(4) A revocation under subsection (3) affects only a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.

(5) A partnership whose statement of qualification has been administratively revoked may apply to the Secretary of State for reinstatement within 2 years after the effective date of the revocation. The application must state:

(a) The name of the partnership and the effective date of the revocation; and

(b) That the ground for revocation either did not exist or has been corrected.

(6) A reinstatement under subsection (5) relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.

History.–s. 25, ch. 99-285.

620.9101 Law governing foreign limited liability partnership.–

(1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

(2) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this state.

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

History.–s. 26, ch. 99-285.

620.9102 Statement of foreign qualification.–

(1) Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement of foreign qualification. The statement must contain:

(a) The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP”;

(b) The street address of the partnership’s chief executive office and, if different, the street address of its principal office in this state, if there is one;

(c) The name and street address of the partnership’s agent for service of process who must be an individual resident of this state or other person authorized to do business in this state; and

(d) A deferred effective date, if any.

(2) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to s. 620.8105(7) or revoked pursuant to s. 620.9003.

(3) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

History.–s. 27, ch. 99-285.

620.9103 Effect of failure to qualify.–

(1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.

(2) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.

(3) Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.

(4) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the Secretary of State may accept substituted service of process, pursuant to the provisions of s. 48.181 with respect to actions arising out of the transaction of business in this state.

History.–s. 28, ch. 99-285.

620.9104 Activities not constituting transacting business.–

(1) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include, but are not limited to:

(a) Maintaining, defending, or settling an action or proceeding.

(b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs.

(c) Maintaining accounts in financial institutions.

(d) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.

(h) Securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.

(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature.

(j) Transacting business in interstate commerce.

(k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.

(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

(m) Owning, without more, real or personal property.

(2) For purposes of this act, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.

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

History.–s. 29, ch. 99-285; s. 23, ch. 2005-267.

620.9105 Action by Attorney General.–The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of ss. 620.9101-620.9104.

History.–s. 30, ch. 99-285.

620.9901 Applicability.–Effective January 1, 1998, the Revised Uniform Partnership Act of 1995 governs all partnerships.

History.–s. 14, ch. 95-242; s. 34, ch. 99-285; s. 43, ch. 2001-63; s. 115, ch. 2005-2.

Note.–Former s. 620.90.

620.9902 Saving clause.–The Revised Uniform Partnership Act of 1995 does not affect any action or proceeding commenced or any right accrued before January 1, 1996.

History.–s. 15, ch. 95-242; s. 35, ch. 99-285.

Note.–Former s. 620.91.

608.403 Purpose.

608.404 Powers.

608.405 Formation.

608.406 Limited liability company name.

608.407 Articles of organization.

608.408 Execution of articles, certificate, or statement.

608.4081 Filing requirements.

608.4082 Filing duties of Department of State.

608.409 Effect of filing and issuance of time and date endorsement on the articles of organization.

608.4101 Records to be kept; right to information.

608.411 Amendments to or restatements of articles of organization.

608.4115 Correcting the articles of organization filed of record.

608.415 Registered office and registered agent.

608.416 Change of registered office or registered agent.

608.4211 Contributions to capital and liability for contribution.

608.422 Management of the limited liability company.

608.4225 General standards for managers and managing members.

608.4226 Conflicts of interest.

608.4227 Liability of members, managing members, and managers.

608.4228 Limitation of liability of managers and managing members.

608.4229 Indemnification of members, managers, managing members, officers, employees, and agents.

608.423 Limited liability company operating agreement; nonwaivable provisions.

608.4231 Voting by members and managers.

608.4232 Admission of additional members.

608.4235 Agency of members and managers or managing members.

608.4236 Delegation of rights and powers to manage.

608.4237 Membership termination upon events of bankruptcy.

608.4238 Unauthorized assumption of powers.

608.425 Limited liability company property.

608.426 Distributions; impairment of capital.

608.4261 Sharing of profits and losses.

608.427 Withdrawal of member and distribution upon withdrawal.

608.428 Liability upon wrongful distribution.

608.431 Nature of interest of member in limited liability company.

608.432 Assignment of member’s interest.

608.433 Right of assignee to become member.

608.434 Power of estate of deceased or incompetent member; dissolved or terminated member.

608.4351 Appraisal rights; definitions.

608.4352 Right of members to appraisal.

608.4353 Assertion of rights by nominees and beneficial owners.

608.4354 Notice of appraisal rights.

608.4355 Notice of intent to demand payment.

608.4356 Appraisal notice and form.

608.4357 Perfection of rights; right to withdraw.

608.43575 Member’s acceptance of limited liability company’s offer.

608.4358 Procedure if member is dissatisfied with offer.

608.43585 Court action.

608.4359 Court costs and counsel fees.

608.43595 Limitation on limited liability company payment.

608.438 Merger of limited liability company.

608.4381 Action on plan of merger.

608.4382 Certificate of merger.

608.4383 Effect of merger.

608.439 Conversion of certain entities to a limited liability company.

608.4401 Conversion of a domestic limited liability company into another business entity.

608.4402 Action on plan of conversion.

608.4403 Certificate of conversion.

608.4404 Effect of conversion.

608.441 Dissolution.

608.4411 Revocation of dissolution.

608.4421 Claims against dissolved limited liability company.

608.4431 Effect of dissolution.

608.444 Distribution of assets upon dissolution.

608.445 Articles of dissolution.

608.446 Filing of articles of dissolution.

608.447 Cancellation of articles of organization.

608.448 Grounds for administrative dissolution.

608.4481 Procedure for and effect of administrative dissolution.

608.4482 Reinstatement following administrative dissolution.

608.4483 Appeal from denial or reinstatement.

608.449 Grounds for judicial dissolution.

608.4491 Procedure for judicial dissolution.

608.4492 Receivership or custodianship.

608.4493 Decree of dissolution.

608.4511 Annual report for Department of State.

608.452 Fees of the Department of State.

608.455 Waiver of notice.

608.461 Jurisdiction of the circuit court.

608.462 Parties to actions by or against limited liability company.

608.463 Service of process.

608.471 Tax exemption on income of certain limited liability companies.

608.501 Foreign limited liability company; authority to transact business required.

608.502 Consequences of transacting business without authority.

608.503 Application for certificate of authority.

608.504 Amended certificate of authority.

608.505 Effect of certificate of authority.

608.506 Name of foreign limited liability company.

608.507 Registered office and registered agent of foreign limited liability company.

608.508 Change of registered office and registered agent of foreign limited liability company.

608.509 Resignation of registered agent or foreign limited liability company.

608.5101 Service of process; notice or demand on a foreign limited liability company.

608.511 Withdrawal of foreign limited liability company.

608.512 Grounds for revocation of authority to transact business.

608.513 Procedure for and effect of revocation.

608.5135 Revocation; application for reinstatement.

608.514 Appeal from revocation.

608.601 Member’s derivative actions.

608.701 Application of corporation case law to set aside limited liability.

608.702 Certificates and certified copies to be received in evidence.

608.703 Interrogatories by Department of State.

608.704 Reservation of power to amend or repeal.

608.705 Effect of repeal of prior acts.

608.401 Short title.–Sections 608.401-608.705 may be cited as the “Florida Limited Liability Company Act.”

History.–s. 2, ch. 82-177; s. 4, ch. 93-284; s. 1, ch. 99-315; s. 1, ch. 2002-272.

608.402 Definitions.–As used in this chapter:

(1) “Articles of merger” means initial, amended, and restated articles of merger of a limited liability company delivered to the Department of State in accordance with s. 608.4382. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed with the Department of State or other official having custody of the records of the foreign limited liability company in the state or country under whose law it is organized.

(2) “Articles of organization” means initial, amended, and restated articles of organization of a limited liability company, including initial, amended, or restated articles of merger, if any. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed with the Department of State or other official having custody of the records of the foreign limited liability company in the state or country under whose law it is organized.

(3) “Authorized representative” means one or more persons acting to form a limited liability company by executing and filing the articles of organization of such limited liability company in accordance with this chapter and authorized by a member of such limited liability company, which authorized representative may, but need not be, a member of the limited liability company that the authorized representative forms.

(4) “Bankruptcy” means an event that causes a person to cease to be a member as provided in s. 608.4237.

(5) “Business” means every trade, occupation, or profession and other lawful business, purpose, or activity, whether or not carried on for profit.

(6) “Capital account” means the agreed value of the initial contributions as provided in s. 608.4211, increased by the agreed value of subsequent contributions to capital, if any, and reduced by distributions of capital, unless otherwise provided in the articles of organization or the operating agreement.

(7) “Contribution” means any cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to the limited liability company as a member.

(8) “Conveyance” means any assignment, transfer, sale, lease, mortgage, hypothecation, or encumbrance.

(9) “Court” includes every court and judge having jurisdiction in the action.

(10) “Distribution” means a direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability company to or for the benefit of its members in respect of their economic interests.

(11) “Entity” means, without limitation, any corporation; unincorporated association or business; limited liability company; business trust, real estate investment trust, common law trust, or other trust, general partnership, limited liability partnership, limited partnership, limited liability limited partnership, joint venture, or two or more persons having a joint or common economic interest; any state, local, federal, or foreign government, governmental subdivision, agency, or instrumentality; or any other domestic or foreign entity that is formed pursuant to the provisions of applicable law.

(12) “Foreign limited liability company” means a limited liability company formed under the laws of any state other than Florida or under the laws of any foreign country or other foreign jurisdiction.

(13) “Individual” means a natural person and includes the estate of a natural person.

(14) “Insolvent” means the inability of a limited liability company to pay the limited liability company’s debts as they become due in the ordinary course of business or that the fair value of the limited liability company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited liability company were to be dissolved and terminated at the time of the distribution, to satisfy the preferential distribution rights of the limited liability company’s members accrued through such dissolution and termination.

(15) “Knowledge” means a person’s actual knowledge of a fact, and does not include constructive knowledge of a fact.

(16) “Limited liability company” or “company” means a limited liability company organized and existing under this chapter.

(17) “Majority-in-interest of the members” means, unless otherwise provided in the articles of organization or operating agreement, members owning more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company.

(18) “Manager” means a person who is appointed or elected to manage a manager-managed company and, unless otherwise provided in the articles of organization or operating agreement, a manager may be, but need not be, a member of the limited liability company.

(19) “Manager-managed company” means a limited liability company that is designated to be managed by one or more managers.

(20) “Managing member” means a member appointed or elected as a managing member of a member-managed company.

(21) “Member” means any person who has been admitted to a limited liability company as a member in accordance with this chapter and has an economic interest in a limited liability company which may, but need not, be represented by a capital account or, in the case of a foreign limited liability company, has been admitted to a limited liability company as a member in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized.

(22) “Member-managed company” means a limited liability company other than a manager-managed company.

(23) “Membership interest,” “member’s interest,” or “interest” means a member’s share of the profits and the losses of the limited liability company, the right to receive distributions of the limited liability company’s assets, voting rights, management rights, or any other rights under this chapter or the articles of organization or operating agreement.

(24) “Operating agreement” means, subject to s. 608.423, written or oral provisions that are adopted for the management and regulation of the affairs of the limited liability company and that set forth the relationships of the members, managers, or managing members and the limited liability company. The term includes amendments to the operating agreement.

(25) “Person” means an individual or an entity.

(26) “Personal or other legal representative” means, as to a natural person, the executor, administrator, guardian, conservator, or other legal representative of the natural person and, as to a person other than a natural person, the legal representative or successor of such person.

History.–s. 2, ch. 82-177; s. 53, ch. 83-216; s. 5, ch. 93-284; s. 1, ch. 99-315; s. 2, ch. 2002-272.

608.403 Purpose.–A limited liability company may be organized under this chapter for any lawful purpose, but remains subject to statutes and regulations of the laws of this state for regulating and controlling its business, which shall control when in conflict with this chapter.

History.–s. 2, ch. 82-177; s. 1, ch. 99-315.

608.404 Powers.–Unless its articles of organization or operating agreement provide otherwise, each limited liability company organized and existing under this chapter shall have the same powers as an individual to do all things necessary to carry out its business and affairs, including, without limitation, the power to:

(1) Sue and be sued, and defend, in its name.

(2) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.

(3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property.

(4) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity.

(5) Make contracts or guarantees, or incur liabilities; borrow money; issue its notes, bonds, or other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company; or make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the business of a corporation the majority of the outstanding stock of which is owned, directly or indirectly, by the contracting limited liability company; a corporation which owns, directly or indirectly, a majority of the outstanding membership interests of the contracting limited liability company; or a corporation the majority of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, the majority of the outstanding membership interests of the contracting limited liability company, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion, or attainment of the business of the contracting limited liability company; or make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the business of the contracting limited liability company.

(6) Lend money, invest or reinvest its funds, and receive and hold real or personal property as security for repayment.

(7) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.

(8) Select managers or managing members and appoint officers, directors, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit.

(9) Make donations for the public welfare or for charitable, scientific, or educational purposes.

(10) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former managers, members, officers, agents, and employees.

(11) Be a promoter, incorporator, shareholder, partner, member, associate, or manager of any corporation, partnership, joint venture, trust, or other entity.

(12) Make payments or donations or do any other act not inconsistent with law that furthers the business of the limited liability company.

History.–s. 2, ch. 82-177; s. 54, ch. 83-216; s. 6, ch. 93-284; s. 47, ch. 97-102; s. 1, ch. 99-315; s. 3, ch. 2002-272.

608.405 Formation.–One or more persons may form a limited liability company.

History.–s. 2, ch. 82-177; s. 7, ch. 93-284; s. 12, ch. 98-101.

608.406 Limited liability company name.–

(1) A limited liability company name:

(a) Must contain the words “limited liability company,” the abbreviation “L.L.C.,” or the designation “LLC” as the last words of the name of every limited liability company formed under the provisions of this chapter. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.” Omission of the words “limited liability company,” the abbreviation “L.L.C.,” or the designation “LLC” in the use of the name of the limited liability company shall render any person who knowingly participates in the omission, or knowingly acquiesces in the omission, liable for any indebtedness, damage, or liability caused by the omission.

(b) May not contain language stating or implying that the limited liability company is organized for a purpose other than that permitted in this chapter and its articles of organization.

(c) May not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.

(2) The name of the limited liability company must be distinguishable on the records of the Division of Corporations of the Department of State, except for fictitious name registrations filed pursuant to s. 865.09 and general partnership registrations filed pursuant to s. 620.8105; however, a limited liability company may register under a name that is not otherwise distinguishable on the records of the Division of Corporations with written consent of the owner entity provided the consent is filed with the Division of Corporations at the time of registration of such name.

(3) The name of the limited liability company shall be filed with the Department of State for public notice only and shall not alone create any presumption of ownership beyond that which is created under the common law.

(4) In the case of any limited liability company in existence prior to July 1, 2007, and registered with the Division of Corporations, the requirement in this section that the name of the entity be distinguishable from the names of other entities and filings shall not apply except when the limited liability company files documents on or after July 1, 2007, that would otherwise have affected its name.

History.–s. 2, ch. 82-177; s. 8, ch. 93-284; s. 11, ch. 98-101; s. 1, ch. 99-315; s. 1, ch. 2007-134.

608.407 Articles of organization.–

(1) In order to form a limited liability company, articles of organization of a limited liability company shall be filed with the Department of State by one or more members or authorized representatives of the limited liability company. The articles of organization shall set forth:

(a) The name of the limited liability company, which must satisfy the requirements of s. 608.406.

(b) The mailing address and the street address of the principal office of the limited liability company.

(c) The name and street address of its initial registered agent for service of process in the state. The articles of organization shall include or be accompanied by the written statement required by s. 608.415.

(d) Any other matters that the members elect to include in the articles of organization.

(2) A limited liability company is formed at the time described in s. 608.409 if the person filing the articles of organization has substantially complied with the requirements of this section.

(3) The articles of organization shall be executed by at least one member or the authorized representative of a member.

(4) If the limited liability company is to be managed by one or more managers, the articles of organization may, but need not, include a statement that the limited liability company is to be a manager-managed company.

(5) The fact that articles of organization are on file with the Department of State is notice that the entity formed in connection with the filing of the articles of organization is a limited liability company formed under the laws of this state. If the articles of organization contain any information described in subsections (4) and (6), the articles of organization shall be deemed notice of that information as well, provided, if such information has been added or changed by an amendment or restatement of the articles of organization, the articles of organization shall not be deemed notice of such fact until 90 days after the effective date of such amendment or restatement.

(6) The articles of organization may also, but need not, identify one or more persons authorized to serve as a manager or managing member and may describe any limitations upon the authority of a manager or managing member, provided a provision in the articles of organization limiting the authority of a manager or managing member to transfer real property held in the name of the limited liability company is not notice of the limitation, to a person who is not a member or manager of the limited liability company, unless the limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited liability company and is recorded in the office for recording transfers of such real property.

History.–s. 2, ch. 82-177; s. 55, ch. 83-216; s. 11, ch. 93-284; s. 48, ch. 97-102; ss. 3, 13, ch. 98-101; s. 1, ch. 99-315; s. 4, ch. 2002-272; s. 4, ch. 2005-267; s. 2, ch. 2007-134.

608.408 Execution of articles, certificate, or statement.–

(1) Any articles, certificate, or statement required by this chapter to be filed with the Department of State must be executed in the following manner:

(a) If it is the articles of organization, a certificate of conversion, or a statement of change of registered agent or registered office, it must be signed by a member or by the authorized representative of a member, and by the new registered agent, if applicable; and

(b) If it is the articles of dissolution or revocation of dissolution, it must be signed by members having the same percentage of membership interests necessary to approve the dissolution or revocation of dissolution.

(2) Any person may sign a certificate through an attorney in fact, but a power of attorney to sign a certificate or statement authorizing the admission of a member must specifically describe the admission.

(3) The execution of a certificate constitutes an affirmation by the person executing the certificate, under the penalties of perjury, that the facts stated therein are true.

(4) If the articles of organization contain or any other document authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person’s behalf and knew the statement to be false at the time the record was signed.

History.–s. 2, ch. 82-177; s. 56, ch. 83-216; s. 12, ch. 93-284; s. 1, ch. 99-315; s. 5, ch. 2002-272.

608.4081 Filing requirements.–

(1) To be filed by the Department of State, a document must satisfy the following requirements, as supplemented or modified by any other section of this chapter:

(a) This chapter must require or permit filing the document by the Department of State.

(b) The document must be executed as required by s. 608.408.

(c) The document must contain any information required by this chapter and may contain other information the limited liability company elects to include.

(d) The document must be typewritten or printed and must be legible.

(e) The document must be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign limited liability company need not be in English if accompanied by a reasonably authenticated English translation.

(f) If the Department of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form.

(g) The document must be delivered to the Department of State for filing and must be accompanied by the correct filing fee and any other tax or penalty required by this chapter or other law.

(2) The document may be accompanied by one exact or conformed copy.

(3) Any signature on any certificate authorized to be filed by the Department of State under any provision of this chapter may be a facsimile, a conformed signature, or an electronically transmitted signature.

History.–s. 13, ch. 93-284; s. 1, ch. 99-315; s. 6, ch. 2002-272.

608.4082 Filing duties of Department of State.–

(1) The Department of State files a document by stamping or otherwise endorsing the document as “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a document, the Department of State shall deliver an acknowledgment or certified copy of the document to the domestic or foreign limited liability company or its representative.

(2) The Department of State shall return any document the department refuses to file to the domestic or foreign limited liability company or its representative within 15 days after the document was received for filing, together with a brief, written explanation of the reason for refusal.

(3) If the applicant returns the document with corrections in accordance with the rules of the Department of State within 60 days after it was mailed to the applicant by the Department of State and if at the time of return the applicant so requests in writing, the filing date of the document shall be the filing date that would have been applied had the original document not been deficient, except as to persons who justifiably relied on the record before correction and were adversely affected thereby.

(4) The Department of State’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part;

(b) Relate to the correctness or incorrectness of information contained in the document;

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(5) If not otherwise provided by law and the provisions of this chapter, the Department of State shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction.

History.–s. 14, ch. 93-284; s. 1, ch. 99-315.

608.409 Effect of filing and issuance of time and date endorsement on the articles of organization.–

(1) Unless a delayed effective date is specified, the limited liability company’s existence begins at the date and time when the articles of organization are filed, as evidenced by the Department of State’s date and time endorsement on the original document, or on a date specified in the articles of organization, if such date is within 5 business days prior to the date of filing.

(2) The articles of organization may specify a delayed effective time and date of commencement of the limited liability company’s existence, and if so specified, the articles of organization shall become effective, and the limited liability company’s existence shall commence, at the time and date specified. If a delayed effective date, but no time, is specified, the articles of organization shall become effective, and the limited liability company’s existence shall commence, at the close of business on the delayed effective date. Unless otherwise permitted by this chapter, a delayed effective date for a document may not be later than the 90th day after the date on which the document is filed.

(3) The Department of State’s filing of the articles of organization is conclusive proof that all conditions precedent to organization have been satisfied except in a proceeding by the state to cancel or revoke the organization or to administratively dissolve the organization.

(4) A limited liability company shall not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the effective date and time of the commencement of the limited liability company’s existence.

History.–s. 2, ch. 82-177; s. 57, ch. 83-216; s. 15, ch. 93-284; s. 1, ch. 99-315; s. 7, ch. 2002-272.

608.4101 Records to be kept; right to information.–

(1) Each limited liability company shall keep at its principal office the following records:

(a) A current list of the full names and last known business, residence, or mailing addresses of all members, managers, and managing members.

(b) A copy of the articles of organization, all certificates of conversion, and any other documents filed with the Department of State concerning the limited liability company, together with executed copies of any powers of attorney pursuant to which any articles of organization or certificates were executed.

(c) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years.

(d) Copies of any then-effective operating agreement and any financial statements of the limited liability company for the 3 most recent years.

(e) Unless contained in the articles of organization or the operating agreement, a writing setting out:

1. The amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute.

2. The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made.

3. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

(2) A limited liability company shall provide members and their agents and attorneys access to its records at the limited liability company’s principal office or other reasonable locations specified in the operating agreement. The limited liability company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The limited liability company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.

(3) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:

(a) Without demand, information concerning the limited liability company’s business or affairs reasonably required for the proper exercise of the member’s rights and performance of the member’s duties under the operating agreement or this chapter; and

(b) On demand, other information concerning the limited liability company’s business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(4) Each manager shall have the right to examine all of the information described in subsection (1) for a purpose reasonably related to his or her position as a manager. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential.

(5) A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.

(6) Any action to enforce any right arising under this section shall be brought in the appropriate circuit court.

History.–s. 16, ch. 93-284; s. 1, ch. 99-315; s. 8, ch. 2002-272.

608.411 Amendments to or restatements of articles of organization.–

(1) The articles of organization of a limited liability company are amended by filing the articles of amendment thereto with the Department of State. The articles of amendment shall set forth:

(a) The name of the limited liability company.

(b) The date of filing of the articles of organization.

(c) The amendment to the articles of organization.

(2) Unless otherwise provided in this chapter or in the articles of amendment, the articles of amendment shall be effective when filed with the Department of State.

(3) A limited liability company may, whenever desired, integrate into a single instrument all provisions of its articles of organization then in effect and it may at the same time further amend its articles of organization by adopting restated articles of organization which meet all the requirements of s. 608.407.

(4) If the restated articles of organization merely restate and integrate but do not further amend the then-effective articles of organization, the limited liability company shall title the filing “Restated Articles of Organization,” together with such other words as the limited liability company deems appropriate. If the restated articles restate and integrate and also further amend in any respect the then-effective articles of organization, the limited liability company shall title the filing “Amended and Restated Articles of Organization,” together with such other words as the limited liability company deems appropriate. In each case described in this subsection, the document shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the Department of State.

(5) Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company’s present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the Department of State; and any future effective date or time if other than the date and time of the filing of the restated articles of organization. Restated articles of organization shall also state that they were duly executed and are being filed in accordance with this section. If the restated articles of organization only restate and integrate and do not further amend the limited liability company’s articles of organization as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated articles of organization, they shall state that fact as well.

(6) Upon the filing of the restated articles of organization with the Department of State, or upon any future effective date or time provided in restated articles of organization, the articles of organization existing prior to such filing shall be superseded and the restated articles of organization, including any further amendment or changes made thereby, shall become the limited liability company’s articles of organization. The original effective date of the limited liability company’s formation shall remain unchanged.

(7) Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if separate articles of amendment were filed to effect such amendment or change.

History.–s. 2, ch. 82-177; s. 58, ch. 83-216; s. 17, ch. 93-284; s. 1, ch. 99-315; s. 9, ch. 2002-272.

608.4115 Correcting the articles of organization filed of record.–

(1) A limited liability company or foreign limited liability company may correct the articles of organization filed of record with the Department of State within 30 business days after filing if the record contains a false or erroneous statement or was defectively signed.

(2) The articles of organization filed of record are corrected:

(a) By preparing articles of correction that:

1. Describe the articles of organization filed of record, including their filing date, or attach a copy of the articles of organization to the articles of correction.

2. Specify the incorrect statement and the reason the statement is incorrect or the manner in which the signing was defective.

3. Correct the incorrect statement or defective signing.

(b) By delivering the articles of correction to the Department of State for filing.

(3) The articles of correction are effective retroactively to the effective date of the articles of organization they correct except as to persons relying on the uncorrected articles of organization and adversely affected by the correction. As to those persons, the articles of correction are effective when filed.

History.–s. 1, ch. 99-315.

608.415 Registered office and registered agent.–

(1) Each limited liability company shall have and continuously maintain in this state:

(a) A registered office, which may be the same as its place of business; and

(b) A registered agent, which agent may be either:

1. An individual who resides in this state whose business office is identical with such registered office.

2. A foreign or domestic entity authorized to transact business in this state, having a business office identical with such registered office.

(2) A registered agent or a successor registered agent appointed pursuant to s. 608.416 on whom process may be served shall each file a statement in writing with the Department of State accepting the appointment as registered agent simultaneously with being designated. Such statement or acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position as provided for in this chapter.

(3) The Department of State shall maintain an accurate record of the registered agents and registered office for the service of process and shall furnish any information disclosed thereby promptly upon request and payment of the required fee.

(4) A limited liability company may not prosecute, maintain, or defend any action in any court until the limited liability company complies with the provisions of this section and pays to the Department of State a penalty of $5 for each day it has failed to comply or $500, whichever amount is less, and pays any other amount required under this chapter.

History.–s. 2, ch. 82-177; s. 59, ch. 83-216; s. 19, ch. 93-284; s. 1, ch. 99-315.

608.416 Change of registered office or registered agent.–

(1) A limited liability company may change its registered office or agent by filing with the Department of State a statement setting forth:

(a) The name of the limited liability company.

(b) The street address of its current registered office.

(c) If the street address of its registered office is to be changed, the new street address.

(d) If its current registered agent is to be changed, the name of the new registered agent and the new registered agent’s written consent to the appointment, either on the statement or attached to it.

(e) That such change was authorized by affirmative vote of the members or as otherwise provided in the articles of organization or the operating agreement of the limited liability company.

(2) Any registered agent may resign his or her agency appointment by signing and delivering for filing with the Department of State a statement of resignation and mailing a copy of such statement to the limited liability company at its principal office address shown in its most recently filed document. The agency is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed with the Department of State. After receipt of the notice of the resignation of its registered agent, the limited liability company for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the resigning registered agent.

(3) A registered agent may change the address of the registered office of any limited liability company for which such agent is the registered agency by notifying the limited liability company in writing of the change, signing, either manually or in facsimile, and delivering to the Department of State for filing a statement that complies with the requirements of paragraphs (1)(a)-(d), and reciting that the limited liability company has been notified of the change.

History.–s. 2, ch. 82-177; s. 60, ch. 83-216; s. 20, ch. 93-284; s. 49, ch. 97-102; s. 1, ch. 99-315.

608.4211 Contributions to capital and liability for contribution.–

(1) The contribution of a member may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(2) A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing signed by the member.

(3) Unless otherwise provided in the articles of organization or operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of the member’s death or disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company required to be kept pursuant to this chapter, of the stated contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the articles of organization or operating agreement or applicable law.

(4) Unless otherwise provided in the articles of organization or the operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, the creditor of a limited liability company, who extends credit or otherwise acts in reasonable reliance upon that obligation after the member has signed a writing that indicates the obligation and before the amendment or cancellation of the writing to indicate the compromise, may enforce the original obligation to the extent the creditor relied on the obligation when extending credit.

(5) The articles of organization or operating agreement of a limited liability company may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalties or consequences may take the form of reducing the defaulting member’s proportionate membership interest in the limited liability company, subordinating the defaulting member’s interest in the limited liability company to that of the nondefaulting members, a forced sale of the defaulting member’s membership interest, the forfeiture of the defaulting member’s membership interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s membership interest by appraisal or by formula and redemption or sale of the defaulting member’s membership interest at such value, or other penalties or consequences.

History.–s. 2, ch. 82-177; s. 21, ch. 93-284; s. 50, ch. 97-102; s. 1, ch. 99-315.

608.422 Management of the limited liability company.–

(1) Unless otherwise provided in its articles of organization or the operating agreement, the limited liability company shall be a member-managed company.

(2) In a member-managed company, unless otherwise provided in its articles of organization or operating agreement:

(a) Management shall be vested in its members or elected managing members in proportion to the then-current percentage or other interest of members in the profits of the limited liability company owned by all of the members or elected managing members.

(b) Except as otherwise provided in subsection (3) or in this chapter, the decision of a majority-in-interest of the members or elected managing members shall be controlling.

(3) If the articles of organization or the operating agreement provide for the management of the limited liability company by a manager or managers, the management of the limited liability company shall be vested in a manager or managers and the limited liability company shall be a manager-managed company.

(4) In a manager-managed company, unless otherwise provided in its articles of organization or operating agreement:

(a) Each manager has equal rights in the management and conduct of the limited liability company’s business.

(b) Except as otherwise provided in subsection (3) or in this chapter, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers.

(c) A manager:

1. Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority-in-interest of the members; and

2. Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(5) Action requiring the consent of members or managers under this chapter may be taken without a meeting, subject to the limitations of s. 608.4231.

(6) Unless otherwise provided in the articles of organization or operating agreement, a member, managing member, or manager may appoint a proxy to vote or otherwise act for the member, managing member, or manager by signing an appointment instrument, either personally or by the member’s, managing member’s, or manager’s attorney-in-fact.

(7) Unless otherwise provided in the articles of organization or operating agreement, a member, managing member, or manager may also hold the offices and have such other responsibilities accorded to them by the members and set out in the articles of organization or the operating agreement of the limited liability company.

History.–s. 2, ch. 82-177; s. 22, ch. 93-284; s. 1, ch. 99-315; s. 10, ch. 2002-272.

608.4225 General standards for managers and managing members.–

(1) Subject to ss. 608.4226 and 608.423, each manager and managing member shall owe a duty of loyalty and a duty of care to the limited liability company and all of the members of the limited liability company.

(a) Subject to s. 608.4226, the duty of loyalty is limited to:

1. Accounting to the limited liability company and holding as trustee for the limited liability company any property, profit, or benefit derived by such manager or managing member in the conduct or winding up of the limited liability company business or derived from a use by such manager or managing member of limited liability company property, including the appropriation of a limited liability company opportunity.

2. Refraining from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company.

3. Refraining from competing with the limited liability company in the conduct of the limited liability company business before the dissolution of the limited liability company.

(b) The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(c) Each manager and managing member shall discharge the duties to the limited liability company and its members under this chapter or under the articles of organization or operating agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

(d) A manager or managing member does not violate a duty or obligation under this chapter or under the articles of organization or operating agreement merely because the manager’s or managing member’s conduct furthers such manager’s or managing member’s own interest.

(e) A manager or managing member may lend money to and transact other business with the limited liability company. As to each loan or transaction, the rights and obligations of the manager or managing member are the same as those of a person who is not a member, subject to other applicable law.

(f) This section applies to a person winding up the limited liability company business as the personal or other legal representative of the last surviving member as if such person were a manager or managing member.

(2) In discharging a manager’s or managing member’s duties, a manager or managing member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more members or employees of the limited liability company whom the manager or managing member reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the manager or managing member reasonably believes are within the persons’ professional or expert competence; or

(c) A committee of managers, members, or managing members of which the affected manager or managing member is not a participant if the manager or managing member reasonably believes the committee merits confidence.

(3) In discharging a manager’s or managing member’s duties, a manager or managing member may consider such factors as the manager or managing member deems relevant, including the long-term prospects and interests of the limited liability company and its members, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the limited liability company, the communities and society in which the limited liability company operates, and the economy of the state and the nation.

(4) A member, manager, or managing member is not acting in good faith if the member, manager, or managing member has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5) A manager or managing member is not liable for any action taken as a manager or managing member, or any failure to take any action, if the manager or managing member performed the duties of the manager’s or managing member’s position in compliance with this section.

History.–s. 23, ch. 93-284; s. 51, ch. 97-102; s. 1, ch. 99-315; s. 11, ch. 2002-272; s. 5, ch. 2005-267.

608.4226 Conflicts of interest.–

(1) No contract or other transaction between a limited liability company and one or more of its members, managers, or managing members or any other limited liability company, corporation, firm, association, or entity in which one or more of its members, managers, or managing members are managers, managing members, directors, or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such members, managers, or managing members are present at the meeting of the members, managers, or managing members or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the managers or managing members or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested members, managers, or managing members;

(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the limited liability company at the time it is authorized by the managers, managing members, a committee, or the members.

(2) For purposes of paragraph (1)(a) only, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the managers or managing members, or of the committee, who have no relationship or interest in the transaction described in subsection (1), but a transaction may not be authorized, approved, or ratified under this section by a single manager of a manager-managed company or a single managing member of a member-managed company, unless the company is a single member limited liability company. If a majority of the managers or managing members who have no such relationship or interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a manager or managing member with such relationship or interest in the transaction does not affect the validity of any action taken under paragraph (1)(a) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection, but such presence or vote of those managers or managing members may be counted for purposes of determining whether the transaction is approved under other sections of this chapter.

(3) For purposes of paragraph (1)(b) only, a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority-in-interest of the members entitled to be counted under this subsection. Membership interests owned by or voted under the control of a manager or managing member who has a relationship or interest in the transaction described in subsection (1) may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under paragraph (1)(b). The vote of those membership interests, however, is counted in determining whether the transaction is approved under other sections of this act. A majority-in-interest of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

History.–s. 1, ch. 99-315; s. 12, ch. 2002-272.

608.4227 Liability of members, managing members, and managers.–

(1) Except as provided in this chapter, the members, managers, and managing members of a limited liability company are not liable, solely by reason of being a member or serving as a manager or managing member, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company;

(2) Any such member, managing member, manager, or other person acting under the articles of organization or operating agreement of a limited liability company is not liable to the limited liability company or to any such other member, managing member, or manager for the member’s, managing member’s, manager’s, or other person’s good faith reliance on the provisions of the limited liability company’s articles of organization or operating agreement; and

(3) The member’s, managing member’s, manager’s, or other person’s duties and liabilities may be expanded or restricted by provisions in a limited liability company’s articles of organization or operating agreement.

History.–s. 2, ch. 82-177; s. 36, ch. 93-284; s. 1, ch. 99-315; s. 13, ch. 2002-272.

Note.–Former s. 608.436.

608.4228 Limitation of liability of managers and managing members.–

(1) A manager or a managing member shall not be personally liable for monetary damages to the limited liability company, its members, or any other person for any statement, vote, decision, or failure to act regarding management or policy decisions by a manager or a managing member, unless:

(a) The manager or managing member breached or failed to perform the duties as a manager or managing member; and

(b) The manager’s or managing member’s breach of, or failure to perform, those duties constitutes any of the following:

1. A violation of the criminal law, unless the manager or managing member had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe such conduct was unlawful. A judgment or other final adjudication against a manager or managing member in any criminal proceeding for a violation of the criminal law estops that manager or managing member from contesting the fact that such breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the manager or managing member from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that such conduct was unlawful.

2. A transaction from which the manager or managing member derived an improper personal benefit, either directly or indirectly.

3. A distribution in violation of s. 608.426.

4. In a proceeding by or in the right of the limited liability company to procure a judgment in its favor or by or in the right of a member, conscious disregard of the best interest of the limited liability company, or willful misconduct.

5. In a proceeding by or in the right of someone other than the limited liability company or a member, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

(2) For the purposes of this section, the term “recklessness” means acting, or failing to act, in conscious disregard of a risk known, or so obvious that it should have been known, to the manager or managing member, and known to the manager or managing member, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or failure to act.

(3) A manager or managing member is deemed not to have derived an improper personal benefit from any transaction if the transaction and the nature of any personal benefit derived by the manager or managing member are not prohibited by state or federal law or the articles of organization or operating agreement and, without further limitation, the transaction and the nature of any personal benefit derived by a manager or managing member are disclosed or known to the members, and the transaction was authorized, approved, or ratified by the vote of a majority-in-interest of the members other than the managing member, or the transaction was fair and reasonable to the limited liability company at the time it was authorized by the manager or managing member, notwithstanding that a manager or managing member received a personal benefit.

(4) The circumstances set forth in subsection (3) are not exclusive and do not preclude the existence of other circumstances under which a manager will be deemed not to have derived an improper benefit.

History.–s. 37, ch. 93-284; s. 58, ch. 97-102; s. 1, ch. 99-315; s. 14, ch. 2002-272.

Note.–Former s. 608.4362.

608.4229 Indemnification of members, managers, managing members, officers, employees, and agents.–

(1) Subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

(2) Notwithstanding subsection (1), indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following:

(a) A violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful.

(b) A transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit.

(c) In the case of a manager or managing member, a circumstance under which the liability provisions of s. 608.426 are applicable.

(d) Willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

History.–s. 38, ch. 93-284; s. 59, ch. 97-102; s. 1, ch. 99-315; s. 15, ch. 2002-272.

Note.–Former s. 608.4363.

608.423 Limited liability company operating agreement; nonwaivable provisions.–

(1) Except as otherwise provided in subsection (2), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the limited liability company and the conduct of its business, establish duties in addition to those set forth in this chapter, and to govern relations among the members, managers, and company. Any inconsistency between written and oral operating agreements shall be resolved in favor of the written agreement. The members of a limited liability company may enter into an operating agreement before, after, or at the time the articles of organization are filed, and the operating agreement takes effect on the date of the formation of the limited liability company or on any other date provided in the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and limited liability company.

(2) The operating agreement may not:

(a) Unreasonably restrict a right to information or access to records under s. 608.4101;

(b) Eliminate the duty of loyalty under s. 608.4225, but the agreement may:

1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

2. Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(c) Unreasonably reduce the duty of care under s. 608.4225;

(d) Eliminate the obligation of good faith and fair dealing under s. 608.4225, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(e) Vary the requirement to wind up the limited liability company’s business in a case specified in this chapter; or

(f) Restrict rights of a person, other than a manager, member, or transferee of a member’s distributional interest, under this chapter.

(3) The power to adopt, alter, amend, or repeal the operating agreement of a limited liability company shall be vested in the members of the limited liability company unless vested in the manager or managers of the limited liability company by the articles of organization or operating agreement, provided that any amendment to a written operating agreement shall be in writing. The operating agreement adopted by the members or by the manager or managers may be repealed or altered; a new operating agreement may be adopted by the members; and the members may prescribe in any operating agreement made by them that such operating agreement may not be altered, amended, or repealed by the manager or managers.

(4) Unless the articles of organization or the operating agreement provides otherwise, if the management of the limited liability company is vested in a manager or managers, the managers may adopt an operating agreement to be effective only in an emergency as defined in subsection (7). The emergency operating agreement, which is subject to amendment or repeal by the members, may make all provisions necessary for managing the limited liability company during an emergency, including procedures for calling a meeting of the managers and designation of additional or substitute managers.

(5) All provisions of the regular operating agreement consistent with the emergency regulations remain effective during the emergency. The emergency operating agreement is not effective after the emergency ends.

(6) Actions taken by the limited liability company in good faith in accordance with the emergency operating agreement have the effect of binding the limited liability company and may not be used to impose liability on a manager, employee, or agent of the limited liability company.

(7) An emergency exists for purposes of this section if the limited liability company’s managers cannot readily be assembled because of some catastrophic event.

History.–s. 2, ch. 82-177; s. 61, ch. 83-216; s. 24, ch. 93-284; s. 1, ch. 99-315; s. 16, ch. 2002-272.

608.4231 Voting by members and managers.–

(1) The articles of organization or operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the articles of organization or operating agreement may provide, and may make provision for the future creation in the manner provided in the articles of organization or operating agreement of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members. The articles of organization or operating agreement may provide for the taking of an action, including the amendment of the articles of organization or operating agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the articles of organization or operating agreement a class or group of limited liability company interests that was not previously outstanding. The articles of organization or operating agreement may provide that any member or class or group of members shall have no voting rights.

(2) The articles of organization or operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or manager on any matter. Voting by members may be on a per capita, number, financial interest, class, group, or any other basis.

(3) If no conflicting voting provision is contained in the articles of organization or operating agreement:

(a) The members of a limited liability company shall vote in proportion to their then-current percentage or other allocable interest in the profits of the limited liability company or, in the case of a member who has assigned the member’s entire economic interest in the limited liability company to a person who has not been admitted as a member, in proportion to the then-current percentage or other allocable interest in the profits of the limited liability company that the assigning member would have, had the assignment not been made.

(b) In all matters in which a vote is required, a vote of a majority-in-interest of the members shall be sufficient unless provided otherwise in the limited liability company’s articles of organization or operating agreement or this chapter.

(4) Notwithstanding any provision to the contrary in the articles of organization or operating agreement, in no event shall the articles of organization be amended by a vote of less than a majority-in-interest of the members.

(5) Notwithstanding any provision to the contrary in the articles of organization or operating agreement, members shall have the right to vote on a dissolution of the limited liability company as provided in s. 608.441 and on a merger of the limited liability company as provided in s. 608.4381.

(6) Except as otherwise provided in the articles of organization or the operating agreement, if the members have appointed more than one manager or managing member to manage the business of the limited liability company, decisions of the managers or managing members shall be made by majority vote of the managers or managing members if at a meeting, or by unanimous written consent. Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by one or more managers or managing members, the managers or managing members may vote in person or by proxy. Within 10 days after obtaining such authorization by written consent, notice must be given to those managers or managing members who have not consented in writing or who are not entitled to vote on the action.

(7) The articles of organization or operating agreement which grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

(8) Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by members, the members may take such action without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, are signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, but in no event by a vote of less than a majority-in-interest of the members that would be necessary to authorize or take such action at a meeting. Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy. Within 10 days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing or who are not entitled to vote on the action.

History.–s. 25, ch. 93-284; s. 1, ch. 99-315; s. 17, ch. 2002-272.

608.4232 Admission of additional members.–Except as otherwise provided in the articles of organization or the operating agreement, no person may be admitted as a member unless a majority-in-interest of the members consent in writing to the admission of the additional member.

History.–s. 26, ch. 93-284; s. 1, ch. 99-315.

608.4235 Agency of members and managers or managing members.–

(1) Subject to subsections (2) and (3):

(a) In a member-managed company, each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(b) An act of a member which is not apparently for carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by appropriate vote of the other members.

(2) Subject to subsection (3), in a manager-managed company:

(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(b) An act of a manager which is not apparently for carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized under s. 608.422.

(3) Unless the articles of organization or operating agreement limit the authority of a member, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.

History.–s. 1, ch. 99-315; s. 18, ch. 2002-272.

608.4236 Delegation of rights and powers to manage.–Unless otherwise provided in the limited liability company’s articles of organization or operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member’s or manager’s, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including the power and authority to delegate to agents, boards of managers, managing members or directors, officers and assistant officers, and employees of a member or manager of the limited liability company, and the power and authority to delegate by a management agreement or another agreement with, or otherwise, to other persons. Unless otherwise provided in the limited liability company’s articles of organization or operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company.

History.–s. 1, ch. 99-315.

608.4237 Membership termination upon events of bankruptcy.–A person ceases to be a member of a limited liability company upon the occurrence of any of the following:

(1) Unless otherwise provided in the articles of organization or operating agreement, or with the written consent of all members, a member:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding;

(d) Files a petition or answer seeking for herself or himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature; or

(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member’s properties; or

(2) Unless otherwise provided in the articles of organization or operating agreement, or with the written consent of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member’s consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member’s properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.

History.–s. 1, ch. 99-315; s. 12, ch. 2000-159.

608.4238 Unauthorized assumption of powers.–All persons purporting to act as or on behalf of a limited liability company, having actual knowledge that there was no organization of a limited liability company under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also had actual knowledge that there was no organization of a limited liability company.

History.–s. 2, ch. 82-177; s. 1, ch. 99-315; s. 19, ch. 2002-272.

Note.–Former s. 608.437.

608.425 Limited liability company property.–

(1) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability company property.

(2) Unless otherwise provided in the articles of organization or the operating agreement, property acquired with limited liability company funds is limited liability company property.

(3) Instruments and documents providing for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the limited liability company, if they are executed in accordance with this chapter.

History.–s. 2, ch. 82-177; s. 62, ch. 83-216; s. 28, ch. 93-284; s. 1, ch. 99-315; s. 20, ch. 2002-272.

608.426 Distributions; impairment of capital.–

(1) The limited liability company may make distributions to its members in accordance with the provisions contained in the operating agreement, except that no distribution may be made if after the distribution the limited liability company would be insolvent. If the operating agreement does not provide for the payment of distributions to members, the distributions shall be made on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.

(2) The managers or managing members of a limited liability company may base a determination that a distribution is not prohibited under subsection (1) either 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. In the case of any distribution based upon such financial statement or such a valuation, each such distribution shall be identified as a distribution based upon such financial statements or a fair valuation of assets, and the amount distributed shall be disclosed to the receiving members concurrent with their receipt of the distribution.

(3) A manager or managing member who votes for or assents to a distribution made in violation of this section, the articles of incorporation, or the operating agreement, is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without such violation if it is established that the manager or managing member did not perform the manager’s or managing member’s duties in compliance with s. 608.4225. In any proceeding commenced under this section, a manager or managing member has all of the defenses ordinarily available to a manager or managing member.

(4) A manager or managing member held liable under subsection (3) for an unlawful distribution is entitled to contribution:

(a) From every other manager or managing member who is also liable under subsection (3) for the unlawful distribution; and

(b) From each member to the extent of the amount the member accepted knowing the distribution was made in violation of this section, the articles of incorporation, or the operating agreement.

(5) A proceeding under this section is barred unless it is commenced within 2 years after the date on which the distribution was made. In the case of a distribution in the form of indebtedness, each payment of principal or interest is treated as a distribution.

History.–s. 2, ch. 82-177; s. 40, ch. 83-215; s. 29, ch. 93-284; s. 52, ch. 97-102; s. 1, ch. 99-315.

608.4261 Sharing of profits and losses.–The profits and losses of the limited liability company shall be allocated among the members in the manner provided in the articles of organization or the operating agreement. If the articles of organization do not or the operating agreement does not provide for the allocation of profits and losses among members, profits and losses shall be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent such contributions have been received by the limited liability company and have not been returned.

History.–s. 30, ch. 93-284; s. 1, ch. 99-315.

608.427 Withdrawal of member and distribution upon withdrawal.–

(1) A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement. Notwithstanding anything to the contrary under applicable law, unless the articles of organization or operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.

(2) Upon withdrawal, a withdrawing member is entitled to receive any distribution to which the withdrawing member is entitled under the articles of organization or operating agreement, and, if not otherwise provided in the articles of organization and operating agreement, the withdrawing member is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing member’s interest in the limited liability company as of the date of resignation based upon the withdrawing member’s right to share in distributions from the limited liability company.

(3) In the absence of a statement in the articles of organization or the operating agreement to the contrary or the consent of all members of the limited liability company, a member, irrespective of the nature of the member’s contribution, has only the right to demand and receive cash in return for the member’s contribution to capital.

History.–s. 2, ch. 82-177; s. 31, ch. 93-284; s. 53, ch. 97-102; s. 1, ch. 99-315.

608.428 Liability upon wrongful distribution.–

(1) If a member receives a distribution in violation of the articles of organization, the operating agreement, or this chapter, the member is liable to the limited liability company for a period of 3 years thereafter for the amount of the distribution wrongfully made.

(2) A member may not receive a distribution from a limited liability company to the extent that, after giving effect to the distribution, the limited liability company would be insolvent.

History.–s. 32, ch. 93-284; s. 54, ch. 97-102; s. 1, ch. 99-315; s. 21, ch. 2002-272.

608.431 Nature of interest of member in limited liability company.–An interest of a member in a limited liability company is personal property.

History.–s. 2, ch. 82-177.

608.432 Assignment of member’s interest.–

(1) A limited liability company interest is assignable in whole or in part except as provided in the articles of organization or operating agreement. The assignee of a member’s interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in the articles of organization or operating agreement and upon:

(a) The approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or

(b) Compliance with any procedure provided for in the articles of organization or operating agreement.

(2) Unless otherwise provided in the articles of organization or operating agreement:

(a) An assignment of a membership interest does not entitle the assignee to become or to exercise any rights or powers of a member;

(b) An assignment of a membership interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(c) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the membership interest of such member. Unless otherwise provided in the articles of organization or operating agreement, the pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of the membership interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.

(3) The articles of organization or operating agreement may provide that a member’s interest in a limited liability company may be evidenced by a certificate of membership interest issued by the limited liability company.

(4) Unless otherwise provided in the articles of organization or operating agreement and except to the extent assumed by agreement, until an assignee of a membership interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.

(5) Unless otherwise provided in the articles of organization or operating agreement, a limited liability company may acquire, by purchase, redemption, or otherwise, any membership interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the articles of organization or operating agreement, any such interest so acquired by the limited liability company shall be deemed canceled.

History.–s. 2, ch. 82-177; s. 33, ch. 93-284; s. 55, ch. 97-102; s. 1, ch. 99-315; s. 22, ch. 2002-272.

608.433 Right of assignee to become member.–

(1) Unless otherwise provided in the articles of organization or operating agreement, an assignee of a limited liability company interest may become a member only if all members other than the member assigning the interest consent.

(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of the assigning member under the articles of organization, the operating agreement, and this chapter. An assignee who becomes a member also is liable for the obligations of the assignee’s assignor to make and return contributions as provided in s. 608.4211 and wrongful distributions as provided in s. 608.428. However, the assignee is not obligated for liabilities which are unknown to the assignee at the time the assignee became a member and which could not be ascertained from the articles of organization or the operating agreement.

(3) If an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to the limited liability company under ss. 608.4211, 608.4228, and 608.426.

(4) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of such interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to the member’s interest.

History.–s. 34, ch. 93-284; s. 56, ch. 97-102; s. 1, ch. 99-315.

608.434 Power of estate of deceased or incompetent member; dissolved or terminated member.–

(1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member who is an individual to be incompetent to manage the member’s person or property, the member’s executor, administrator, guardian, conservator, or other legal representative may exercise all the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had to give an assignee the right to become a member.

(2) If a member is a corporation, limited liability company, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.

History.–s. 35, ch. 93-284; s. 57, ch. 97-102; s. 1, ch. 99-315.

608.4351 Appraisal rights; definitions.–The following definitions apply to this section and ss. 608.4352-608.43595:

(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. 608.4352(2)(d), a person is deemed to be an affiliate of its senior executives.

(2) “Appraisal event” means an event described in s. 608.4352(1).

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

(4) “Converted entity” means the other business entity into which a domestic limited liability company converts pursuant to ss. 608.4401-608.4404.

(5) “Fair value” means the value of the member’s membership interests determined:

(a) Immediately before the effectuation of the appraisal event to which the member objects.

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the transaction to which the member objects unless exclusion would be inequitable to the limited liability company and its remaining members.

(c) For a limited liability company with 10 or fewer members, without discounting for lack of marketability or minority status.

(6) “Interest” means interest from the effective date of the appraisal event to which the member objects until the date of payment, at the rate of interest determined for judgments in accordance with s. 55.03, determined as of the effective date of the appraisal event.

(7) “Limited liability company” means the domestic limited liability company that issued the membership interest held by a member demanding appraisal and, for matters covered in ss. 608.4352-608.43595, includes the converted entity in a conversion or the surviving entity in a merger.

(8) “Record member” means each person who is identified as a member in the current list of members maintained in accordance with s. 608.4101 by the limited liability company, or to the extent the limited liability company has failed to maintain a current list, each person that is the rightful owner of a membership interest in the limited liability company. An assignee of a membership interest is not a record member.

(9) “Senior executive” means a manager or managing member or the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function of a limited liability company or of a manager or managing member of the limited liability company.

(10) “Member” means a record member or a beneficial member.

(11) “Membership interest” has the same meaning set forth in s. 608.402, except, if the appraisal rights of a member under s. 608.4352 pertain to only a certain class or series of a membership interest, the term “membership interest” means only the membership interest pertaining to such class or series.

(12) “Surviving entity” means the other business entity into which a domestic limited liability company is merged pursuant to ss. 608.438-608.4383.

History.–s. 6, ch. 2005-267.

608.4352 Right of members to appraisal.–

(1) A member of a domestic limited liability company is entitled to appraisal rights, and to obtain payment of the fair value of that member’s membership interest, in the following events:

(a) Consummation of a merger of such limited liability company pursuant to this act and the member possessed the right to vote upon the merger; or

(b) Consummation of a conversion of such limited liability company pursuant to this act and the member possessed the right to vote upon the conversion.

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

(a) Appraisal rights shall not be available for membership interests which are:

1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

2. Not listed or designated as provided in subparagraph 1. but are issued by a limited liability company that has at least 500 members and all membership interests of the limited liability company, including membership interests that are limited to a right to receive distributions, have a market value of at least $10 million, exclusive of the value of any such interests held by its managing members, managers, and other senior executives owning more than 10 percent of the rights to receive distributions from the limited liability company.

(b) The applicability of paragraph (a) shall be determined as of the date fixed to determine the members entitled to receive notice of, and to vote upon, the appraisal event.

(c) Paragraph (a) shall not apply, and appraisal rights shall be available pursuant to subsection (1), for any members who are required by the appraisal event to accept for their membership interests anything other than cash or a proprietary interest of an entity that satisfies the standards set forth in paragraph (a) at the time the appraisal event becomes effective.

(d) Paragraph (a) shall not apply, and appraisal rights shall be available pursuant to subsection (1), for the holders of a membership interest if:

1. Any of the members’ interests in the limited liability company or the limited liability company’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, the beneficial owner of 20 percent or more of those interests in the limited liability company entitled to vote on the appraisal event, excluding any such interests acquired pursuant to an offer for all interests having such voting rights if such offer was made within 1 year prior to the appraisal event for consideration of the same kind and of a value equal to or less than that paid in connection with the appraisal event; or

b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval of the appraisal event had, the power, contractually or otherwise, to cause the appointment or election of any senior executives; or

2. Any of the members’ interests in the limited liability company or the limited liability company’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, a senior executive of the limited liability company or a senior executive of any affiliate of the limited liability company, and that senior executive will receive, as a result of the limited liability company action, a financial benefit not generally available to members, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the appraisal event;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the appraisal event that are not more favorable than those existing before the appraisal event or, if more favorable, that have been approved by the limited liability company; or

c. In the case of a managing member or manager of the limited liability company who will, during or as the result of the appraisal event, become a managing member, manager, general partner, or director of the surviving or converted entity or one of its affiliates, those rights and benefits as a managing member, manager, general partner, or director that are provided on the same basis as those afforded by the surviving or converted entity generally to other managing members, managers, general partners, or directors of the surviving or converted entity or its affiliate.

(e) For the purposes of sub-subparagraph (d)1.a. only, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the right to vote, or to direct the voting of, an interest in a limited liability company with respect to approval of the appraisal event, provided a member of a national securities exchange shall not be deemed to be a beneficial owner of an interest in a limited liability company held directly or indirectly by it on behalf of another person solely because such member is the recordholder of interests in the limited liability company if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the interests in the limited liability company to be voted. When two or more persons agree to act together for the purpose of voting such interests, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting interests in the limited liability company beneficially owned by any member of the group.

(3) A member entitled to appraisal rights under this section and ss. 608.4353-608.43595 may not challenge a completed appraisal event unless the appraisal event:

(a) Was not effectuated in accordance with the applicable provisions of this section and ss. 608.4353-608.43595, or the limited liability company’s articles of organization or operating agreement; or

(b) Was procured as a result of fraud or material misrepresentation.

(4) A limited liability company may modify, restrict, or eliminate the appraisal rights provided in this section and ss. 608.4353-608.43595 in its operating agreement.

History.–s. 6, ch. 2005-267.

608.4353 Assertion of rights by nominees and beneficial owners.–

(1) A record member may assert appraisal rights as to fewer than all the membership interests registered in the record member’s name which are owned by a beneficial member only if the record member objects with respect to all membership interests of the class or series owned by that beneficial member and notifies the limited liability company in writing of the name and address of each beneficial member on whose behalf appraisal rights are being asserted. The rights of a record member who asserts appraisal rights for only part of the membership interests of the class or series held of record in the record member’s name under this subsection shall be determined as if the membership interests to which the record member objects and the record member’s other membership interests were registered in the names of different record members.

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

(a) Submits to the limited liability company the record member’s written consent to the assertion of such rights no later than the date referred to in s. 608.4356(2)(b)2.

(b) Does so with respect to all membership interests of the class or series that are beneficially owned by the beneficial member.

History.–s. 6, ch. 2005-267.

608.4354 Notice of appraisal rights.–

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

(2) If the limited liability company concludes that appraisal rights are or may be available, a copy of ss. 608.4351-608.43595 must accompany the meeting notice sent to those record members entitled to exercise appraisal rights.

(3) If the appraisal event is to be approved other than by a members’ meeting, the notice referred to in subsection (1) must be sent to all members at the time that consents are first solicited, whether or not consents are solicited from all members, and include the materials described in s. 608.4356.

History.–s. 6, ch. 2005-267.

608.4355 Notice of intent to demand payment.–

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

(a) Must deliver to a manager or managing member of the limited liability company before the vote is taken, or within 20 days after receiving the notice pursuant to s. 608.4354(3) if action is to be taken without a member meeting, written notice of such person’s intent to demand payment if the proposed appraisal event is effectuated.

(b) Must not vote, or cause or permit to be voted, any membership interests of such class or series in favor of the appraisal event.

(2) A person who may otherwise be entitled to appraisal rights, but who does not satisfy the requirements of subsection (1), is not entitled to payment under ss. 608.4351-608.43595.

History.–s. 6, ch. 2005-267; s. 69, ch. 2006-1.

608.4356 Appraisal notice and form.–

(1) If the proposed appraisal event becomes effective, the limited liability company must deliver a written appraisal notice and form required by paragraph (2)(a) to all members who satisfied the requirements of s. 608.4355.

(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:

(a) Supply a form that specifies the date that the appraisal event became effective and that provides for the member to state:

1. The member’s name and address.

2. The number, classes, and series of membership interests as to which the member asserts appraisal rights.

3. That the member did not vote for the transaction.

4. Whether the member accepts the limited liability company’s offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the member’s estimated fair value of the membership interests and a demand for payment of the member’s estimated value plus interest.

(b) State:

1. Where the form described in paragraph (a) must be sent.

2. A date by which the limited liability company must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice and form described in this subsection are sent, and that the member shall have waived the right to demand appraisal with respect to the membership interests unless the form is received by the limited liability company by such specified date.

3. In the case of membership interests represented by a certificate, the location at which certificates for such certificated membership interests must be deposited, if that action is required by the limited liability company, and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.

4. The limited liability company’s estimate of the fair value of the membership interests.

5. An offer to each member who is entitled to appraisal rights to pay the limited liability company’s estimate of fair value set forth in subparagraph 4.

6. That, if requested in writing, the limited liability company will provide to the member so requesting, within 10 days after the date specified in subparagraph 2., the number of members who return the forms by the specified date and the total number of membership interests owned by them.

7. The date by which the notice to withdraw under s. 608.4357 must be received, which date must be within 20 days after the date specified in subparagraph 2.

(c) Be accompanied by:

1. Financial statements of the limited liability company that issued the membership interests to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the limited liability company’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.

2. A copy of ss. 608.4351-608.43595.

History.–s. 6, ch. 2005-267.

608.4357 Perfection of rights; right to withdraw.–

(1) A member who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 608.4356(1) and, in the case of certificated membership interests and if the limited liability company so requires, deposit the member’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 608.4356(2)(b)2. Once a member deposits that member’s certificates or, in the case of uncertificated membership interests, returns the executed form described in s. 608.4356(2), the member loses all rights as a member, unless the member withdraws pursuant to subsection (3). Upon receiving a demand for payment from a member who holds an uncertificated membership interest, the limited liability company shall make an appropriate notation of the demand for payment in its records.

(2) The limited liability company may restrict the transfer of such membership interests from the date the member delivers the items required by subsection (1).

(3) A member who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited liability company in writing by the date set forth in the appraisal notice pursuant to s. 608.4356(2)(b)7. A member who fails to so withdraw from the appraisal process may not thereafter withdraw without the limited liability company’s written consent.

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

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

History.–s. 6, ch. 2005-267.

608.43575 Member’s acceptance of limited liability company’s offer.–

(1) If the member states on the form provided in s. 608.4356(1) that the member accepts the offer of the limited liability company to pay the limited liability company’s estimated fair value for the membership interest, the limited liability company shall make such payment to the member within 90 days after the limited liability company’s receipt of the items required by s. 608.4357(1).

(2) Upon payment of the agreed value, the member shall cease to have any interest in the membership interest.

History.–s. 6, ch. 2005-267.

608.4358 Procedure if member is dissatisfied with offer.–

(1) A member who is dissatisfied with the limited liability company’s offer as set forth pursuant to s. 608.4356(2)(b)5. must notify the limited liability company on the form provided pursuant to s. 608.4356(1) of the member’s estimate of the fair value of the membership interest and demand payment of that estimate plus interest.

(2) A member who fails to notify the limited liability company in writing of the member’s demand to be paid the member’s estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 608.4356(2)(b)2. waives the right to demand payment under this section and shall be entitled only to the payment offered by the limited liability company pursuant to s. 608.4356(2)(b)5.

History.–s. 6, ch. 2005-267.

608.43585 Court action.–

(1) If a member makes demand for payment under s. 608.4358 which remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the 60-day period, any member who has made a demand pursuant to s. 608.4358 may commence the proceeding in the name of the limited liability company.

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

(3) All members, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their membership interests. The limited liability company shall serve a copy of the initial pleading in such proceeding upon each member 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 member 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 it 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 members 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 member made a party to the proceeding is entitled to judgment for the amount of the fair value of such member’s membership interests, plus interest, as found by the court.

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

History.–s. 6, ch. 2005-267.

608.4359 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 liability company, except that the court may assess costs against all or some of the members demanding appraisal, in amounts the court finds equitable, to the extent the court finds such members acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

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

(a) Against the limited liability company and in favor of any or all members demanding appraisal if the court finds the limited liability company did not substantially comply with ss. 608.4353 and 608.4356; or

(b) Against either the limited liability company or a member demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

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

(4) To the extent the limited liability company fails to make a required payment pursuant to s. 608.43575, the member may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the limited liability company all costs and expenses of the suit, including attorney’s fees.

History.–s. 6, ch. 2005-267.

608.43595 Limitation on limited liability company payment.–

(1) No payment shall be made to a member seeking appraisal rights if, at the time of payment, the limited liability company is unable to meet the distribution standards of s. 608.428. In such event, the member shall, at the member’s option:

(a) Withdraw the notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the limited liability company; or

(b) Retain the status as a claimant against the limited liability company and, if the limited liability company is liquidated, be subordinated to the rights of creditors of the limited liability company but have rights superior to the members not asserting appraisal rights and, if it is not liquidated, retain the right to be paid for the membership interest, which right the limited liability company shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The member shall exercise the option under paragraph (1)(a) or paragraph (1)(b) by written notice filed with the limited liability company within 30 days after the limited liability company has given written notice that the payment for the membership interests cannot be made because of the restrictions of this section. If the member fails to exercise the option, the member shall be deemed to have withdrawn the notice of intent to assert appraisal rights.

History.–s. 6, ch. 2005-267.

608.438 Merger of limited liability company.–

(1) As used in this section and ss. 608.4381-608.4383, the term “other business entity” or “another business entity” means a corporation, a limited liability company, a common law or business trust or association, a real estate investment trust, a general partnership, including a limited liability partnership, a limited partnership, including a limited liability limited partnership, or any other domestic or foreign entity that is organized under a governing law or other applicable law.

(2) Unless otherwise provided in the articles of organization or the operating agreement of a limited liability company, pursuant to a plan of merger, a limited liability company may merge with or into one or more limited liability companies or other business entities formed, organized, or incorporated under the laws of this state or any other state, the United States, foreign country, or other foreign jurisdiction, if:

(a) Each limited liability company that is a party to the merger complies with the applicable provisions of this chapter and complies with the terms of its articles of organization and operating agreement.

(b) Each domestic partnership that is a party to the merger complies with the applicable provisions of chapter 620.

(c) Each domestic corporation that is a party to the merger complies with the applicable provisions of chapter 607.

(d) The merger is permitted by the laws of the state, country, or jurisdiction under which each other business entity that is a party to the merger is formed, organized, or incorporated, and each such other business entity complies with such laws in effecting the merger.

(3) The plan of merger shall set forth:

(a) The name of each limited liability company and the name and jurisdiction of formation, organization, or incorporation of each other business entity planning to merge, and the name of the surviving or resulting limited liability company or other business entity into which each other limited liability company or other business entity plans to merge, which is, in this section and in ss. 608.4381-608.4383, designated as the surviving entity.

(b) The terms and conditions of the merger.

(c) The manner and basis of converting the interests of the members of each limited liability company that is a party to the merger and the interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire interests of each limited liability company that is a party to the merger and rights to acquire interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into rights to acquire interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property.

(d) All statements required to be set forth in the plan of merger by the laws under which each other business entity that is a party to the merger is formed, organized, or incorporated.

(4) The plan of merger may set forth:

(a) If a limited liability company is to be the surviving entity, any amendments to, or a restatement of, the articles of organization or the operating agreement of the surviving entity, and such amendments or restatement shall be effective at the effective date of the merger.

(b) The effective date of the merger, which may be on or after the date of filing the certificate of merger.

(c) A provision authorizing one or more of the limited liability companies that are parties to the merger to abandon the proposed merger pursuant to s. 608.4381(7).

(d) A statement of, or a statement of the method of determining, the “fair value,” as defined in s. 608.4351, of an interest in any domestic limited liability company that is a party to the merger.

(e) Other provisions relating to the merger.

History.–s. 5, ch. 98-101; s. 1, ch. 99-315; s. 23, ch. 2002-272; s. 7, ch. 2005-267.

608.4381 Action on plan of merger.–

(1) Unless the articles of organization or the operating agreement of a limited liability company require a greater than majority vote, the plan of merger shall be approved in writing by a majority of the managers who are members of a limited liability company that is a party to the merger in which management is not reserved to its members. If no manager is a member, the plan of merger shall be approved by vote of the members as set forth in this section. Unless the articles of organization or the operating agreement of a limited liability company require a greater than majority vote or provide for another method of determining the voting rights of each of its members, and whether or not management is reserved to its members, the plan of merger shall be approved in writing by a majority-in-interest of the members of a limited liability company that is a party to the merger, and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231; provided, unless the articles of organization or the operating agreement of the limited liability company require a greater than majority vote or provide for another method of determining the voting rights of each of its members, if there is more than one class or group of members, the merger shall be approved by a majority-in-interest of the members of each such class or group, and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231.

(2) In addition to the approval required by subsection (1), if the surviving entity is a partnership or limited partnership, no member of a limited liability company that is a party to the merger shall, as a result of the merger, become a general partner of such partnership or limited partnership unless such member specifically consents in writing to becoming a general partner of such partnership or limited partnership, and unless such written consent is obtained from each such member, such merger shall not become effective under s. 608.4383. Any member providing such consent in writing shall be deemed to have voted in favor of the plan of merger for purposes of ss. 608.4351-608.43595.

(3) All members of each limited liability company that is a party to the merger shall be given written notice of any meeting or other action with respect to the approval of a plan of merger as provided in subsection (4), not fewer than 30 or more than 60 days before the date of the meeting at which the plan of merger shall be submitted for approval by the members of such limited liability company; provided, if the plan of merger is submitted to the members of the limited liability company for their written approval or other action without a meeting, such notification shall be given to each member not fewer than 30 or more than 60 days before the effective date of the merger. Pursuant to s. 608.455, the notification required by this subsection may be waived in writing by the person or persons entitled to such notification.

(4) The notification required by subsection (3) shall be in writing and shall include:

(a) The date, time, and place of the meeting, if any, at which the plan of merger is to be submitted for approval by the members of the limited liability company, or, if the plan of merger is to be submitted for written approval or by other action without a meeting, a statement to that effect.

(b) A copy or summary of the plan of merger.

(c) The statement or statements required by ss. 608.4351-608.43595 regarding availability of appraisal rights, if any, to members of the limited liability company.

(d) The date on which such notification was mailed or delivered to the members.

(e) Any other information concerning the plan of merger.

(5) The notification required by subsection (3) shall be deemed to be given at the earliest date of:

(a) The date such notification is received;

(b) Five days after the date such notification is deposited in the United States mail addressed to the member at the member’s address as it appears in the books and records of the limited liability company, with postage thereon prepaid;

(c) The date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d) The date such notification is given in accordance with the provisions of the articles of organization or the operating agreement of the limited liability company.

(6) A plan of merger may provide for the manner, if any, in which the plan of merger may be amended at any time before the effective date of the merger, except after the approval of the plan of merger by the members of a limited liability company that is a party to the merger, the plan of merger may not be amended to:

(a) Change the amount or kind of interests, partnership interests, shares, obligations, other securities, cash, rights, or any other property to be received by the members of such limited liability company in exchange for or on conversion of their interests;

(b) If the surviving entity is a limited liability company, change any term of the articles of organization or the operating agreement of the surviving entity, except for changes that otherwise could be adopted without the approval of the members of the surviving entity;

(c) If the surviving entity is not a limited liability company, change any term of the articles of incorporation or comparable governing document of the surviving entity, except for changes that otherwise could be adopted by the board of directors or comparable representatives of the surviving entity; or

(d) Change any of the terms and conditions of the plan of merger if any such change, alone or in the aggregate, would materially and adversely affect the members, or any class or group of members, of such limited liability company.

If an amendment to a plan of merger is made in accordance with the plan and articles of merger have been filed with the Department of State, an amended certificate of merger executed by each limited liability company and other business entity that is a party to the merger shall be filed with the Department of State prior to the effective date of the merger.

(7) Unless the limited liability company’s articles of organization or operating agreement or the plan of merger provide otherwise, notwithstanding the prior approval of the plan of merger by any limited liability company that is a party to the merger in which management is not reserved to its members, and at any time prior to the filing of articles of merger with the Department of State, the planned merger may be abandoned, subject to any contractual rights, by any such limited liability company by the affirmative vote of a majority of its managers without further action by its members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers of such limited liability company.

History.–s. 5, ch. 98-101; s. 33, ch. 99-7; s. 1, ch. 99-315; s. 8, ch. 2005-267; s. 70, ch. 2006-1.

608.4382 Certificate of merger.–

(1) After a plan of merger is approved by each limited liability company and each other business entity that is a party to the merger, the surviving entity shall deliver to the Department of State for filing a certificate of merger, which shall be executed by each limited liability company and by each other business entity as required by applicable law, and which shall set forth:

(a) The plan of merger.

(b) A statement that the plan of merger was approved by each limited liability company that is a party to the merger in accordance with the applicable provisions of this chapter, and, if applicable, a statement that the written consent of each member of such limited liability company who, as a result of the merger, becomes a general partner of the surviving entity has been obtained pursuant to s. 608.4381(2).

(c) A statement that the plan of merger was approved by each domestic partnership that is a party to the merger in accordance with the applicable provisions of chapter 620.

(d) A statement that the plan of merger was approved by each domestic corporation that is a party to the merger in accordance with the applicable provisions of chapter 607.

(e) A statement that the plan of merger was approved by each other business entity that is a party to the merger, other than limited liability companies, partnerships, and corporations formed, organized, or incorporated under the laws of this state, in accordance with the applicable laws of the state, country, or jurisdiction under which such other business entity is formed, organized, or incorporated.

(f) The effective date of the merger, which may be on or after the date of filing the certificate of merger, subject to the limitations in s. 608.409(2), provided, if the certificate of merger does not provide for an effective date of the merger, the effective date shall be the date on which the certificate of merger is filed.

(g) If the surviving entity is another business entity formed, organized, or incorporated under the laws of any state, country, or jurisdiction other than this state:

1. The address, including street and number, if any, of its principal office under the laws of the state, country, or jurisdiction in which it was formed, organized, or incorporated.

2. If the surviving entity is a foreign entity and is not authorized to transact business in this state, a statement that the surviving entity appoints the Secretary of State as its agent for service of process in a proceeding to enforce obligations of each limited liability company that merged into such entity, including any appraisal rights of its members under ss. 608.4351-608.43595, and the street and mailing address of an office which the Department of State may use for purposes of s. 48.181.

3. A statement that the surviving entity has agreed to pay to any members with appraisal rights the amount to which such members are entitled under ss. 608.4351-608.43595.

(2) A copy of the certificate of merger, certified by the Department of State, may be filed in the official records of any county in this state in which any party to the merger holds an interest in real property.

History.–s. 5, ch. 98-101; s. 9, ch. 2005-267.

608.4383 Effect of merger.–When a merger becomes effective:

(1) Every limited liability company and other business entity that is a party to the merger merges into the surviving entity and the separate existence of every limited liability company and other business entity that is a party to the merger, except the surviving entity, ceases.

(2) The title to all real estate and other property, or any interest therein, owned by each domestic limited liability company and other business entity that is a party to the merger is vested in the surviving entity without reversion or impairment by reason of this chapter.

(3) The surviving entity shall thereafter be responsible and liable for all the liabilities and obligations of each limited liability company and other business entity that is a party to the merger, including liabilities arising out of the appraisal rights under ss. 608.4351-608.43595 with respect to such merger under applicable law.

(4) Any claim existing or action or proceeding pending by or against any limited liability company or other business entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the limited liability company or other business entity which ceased existence.

(5) Neither the rights of creditors nor any liens upon the property of any limited liability company or other business entity shall be impaired by such merger.

(6) If a limited liability company is the surviving entity, the articles of organization and the operating agreement of such limited liability company in effect immediately prior to the time the merger becomes effective shall be the articles of organization and the operating agreement of the surviving entity, except as amended or restated to the extent provided in the plan of merger.

(7) The partnership and membership interests, shares, obligations, or other securities and other interests, and the rights to acquire such shares, obligations, or other securities and other interests, of each limited liability company and other business entity that is a party to the merger shall be converted into partnership and membership interests, shares, obligations, or other securities and other interests, or rights to such securities, obligations, or other interests, of the surviving entity or, in whole or in part, into cash or other property as provided in the plan of merger, and the former members of each limited liability company merging into another business entity shall be entitled only to the rights provided in the plan of merger and to their appraisal rights, if any, under ss. 608.4351-608.43595, or other applicable law.

History.–s. 5, ch. 98-101; s. 1, ch. 99-315; s. 3, ch. 2000-298; s. 10, ch. 2005-267.

608.439 Conversion of certain entities to a limited liability company.–

(1) As used in this section, the term “other business entity” or “another business entity” means a common law or business trust or association; a real estate investment trust; a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; or any other domestic or foreign entity that is organized under a governing law or other applicable law, provided such term shall not include a domestic limited liability company.

(2) Any other business entity may convert to a domestic limited liability company if the conversion is permitted by the laws of the jurisdiction that enacted the statute or other applicable law governing the other business entity and the other business entity complies with such laws and the requirements of this section in effecting the conversion. The other business entity shall file with the Department of State in accordance with s. 608.4081:

(a) A certificate of conversion that has been executed by one or more authorized persons in accordance with s. 608.408.

(b) Articles of organization that comply with s. 608.407 and have been executed by one or more authorized persons in accordance with s. 608.408.

(3) The certificate of conversion to a limited liability company shall state:

(a) The date on which and jurisdiction in which the other entity was first organized and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited liability company.

(b) The name of the other entity immediately prior to the filing of the certificate of conversion.

(c) The name of the limited liability company as set forth in its articles of organization filed in accordance with subsection (2).

(d) Subject to the limitations in s. 608.409(2), the delayed effective date or time (which shall be a date or time certain) of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion and the articles of organization, provided such delayed effective date and time may not be different than the effective date of the articles of organization.

(4) Upon the filing in the Department of State of the certificate of conversion to a limited liability company and the articles of organization or upon the delayed effective date or time of the certificate of conversion and the articles of organization, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding s. 608.409, the existence of the limited liability company shall be deemed to have commenced when the other entity commenced its existence in the jurisdiction in which the other entity was first organized.

(5) The conversion of any other entity into a domestic limited liability company shall not affect any obligations or liabilities of the other entity incurred prior to its conversion into a domestic limited liability company or the personal liability of any person incurred prior to such conversion.

(6) When any conversion becomes effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall be vested in the domestic limited liability company into which it was converted and shall thereafter be the property of the domestic limited liability company as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted shall thenceforth attach to the domestic limited liability company and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it.

(7) Unless otherwise agreed, or as required under applicable non-Florida law, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of the converting entity and shall constitute a continuation of the existence of the converting entity in the form of a domestic limited liability company.

(8) Prior to filing a certificate of conversion with the Department of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the articles of organization or operating agreement shall be approved by the same authorization required to approve the conversion. As part of such an approval, a plan of conversion or other record may describe the manner and basis of converting the shares, partnership interests, limited liability company interests, obligations, or securities of, or other interests in, the other business entity which is to be converted, or any rights to acquire any such shares, interests, obligations, or other securities, into limited liability company interests, obligations, or other securities of the domestic limited liability company, or rights to acquire interests, obligations, or other securities, or, in whole or in part, into cash or other consideration. Such a plan or other record may also contain other provisions relating to the conversion, including without limitation the right of the other business entity to abandon a proposed conversion, or an effective date for the conversion that is not inconsistent with paragraph (3)(d).

(9) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, any other entity to this state by any other means provided for in the articles of organization or operating agreement or other agreement or as otherwise permitted by law, including by the amendment of the articles of organization or operating agreement or other agreement.

History.–s. 1, ch. 99-315; s. 11, ch. 2005-267.

608.4401 Conversion of a domestic limited liability company into another business entity.–

(1) As used in this section and ss. 608.4402, 608.4403, and 608.4404, the term “other business entity” or “another business entity” means a corporation; a common law or business trust or association; a real estate investment trust; a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; or any other domestic or foreign entity that is organized under a governing law or other applicable law, provided such term shall not include a domestic limited liability company.

(2) Pursuant to a plan of conversion complying and approved in accordance with this section and s. 608.4402, a domestic limited liability company may convert to another business entity organized under the laws of this state or any other state, the United States, a foreign country, or any other foreign jurisdiction, if:

(a) The domestic limited liability company converting to the other business entity complies with the applicable provisions of this chapter and any applicable terms in its articles of organization and operating agreement.

(b) The conversion is permitted by the laws of the jurisdiction that enacted the law or other applicable law under which the other business entity is governed and the other business entity complies with such laws in effecting the conversion.

(3) The plan of conversion shall set forth:

(a) The name of the domestic limited liability company and the name and jurisdiction of the other business entity into which the domestic limited liability company is to be converted.

(b) The terms and conditions of the conversion, including the manner and basis of converting the limited liability company interests or other securities, or any rights to acquire limited liability company interests or other securities, of the domestic limited liability company into the partnership interests, shares, obligations, securities, or other interests in the other business entity, or any rights to acquire any partnership interests, shares, obligations, securities, or other interests, or, in whole or in part, into cash or other consideration.

(c) The statements required to be set forth in the plan o