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Florida Statutes, Title XXXVI

Florida/Statutes

← All Florida coverage

Title XXXVI, Business Organizations

13 chapters · 970 sections in this title.

All chapters in Title XXXVI970 Ch 607, Florida Business Corporation Act263 Ch 620, Partnership Laws192 Ch 605, Florida Revised Limited Liability Co…191 Ch 617, Nonprofit Corporations177 Ch 616, Public Fairs and Expositions42 Ch 618, Agricultural Cooperative Marketing A…29 Ch 610, Cable and Video Services16 Ch 621, Professional Service Corporations an…15 Ch 623, Private School Corporations14 Ch 609, Common-law Declarations of Trust9 Ch 619, Nonprofit Cooperative Associations9 Ch 622, Foreign Unincorporated Associations7 Ch 606, Business Coordination6

192 sections·Filtered byTitle XXXVI✕Ch 620✕

Fla. Stat. § 620.2110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
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(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 limi…
Fla. Stat. § 620.2111 Liability of general partner after conversion or merger
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(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 pertai…
Fla. Stat. § 620.2112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
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(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 conver…
Fla. Stat. § 620.2113 Appraisal rights; definitions

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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…

Fla. Stat. § 620.2114 Right of limited partners to appraisal

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(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 pursua…

Fla. Stat. § 620.2115 Assertion of rights by nominees and beneficial owners

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(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 partne…

Fla. Stat. § 620.2116 Notice of appraisal rights

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(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 part…

Fla. Stat. § 620.2117 Notice of intent to demand payment

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(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 interest…

Fla. Stat. § 620.2118 Appraisal notice and form

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(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…

Fla. Stat. § 620.2119 Perfection of rights; right to withdraw

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(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 accorda…

Fla. Stat. § 620.2120 Limited partner’s acceptance of limited partnership’s offer

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(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 t…

Fla. Stat. § 620.2121 Procedure if limited partner is dissatisfied with offer

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(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 partn…

Fla. Stat. § 620.2122 Court action

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(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 a…

Fla. Stat. § 620.2123 Court costs and counsel fees

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(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 …

Fla. Stat. § 620.2124 Limitation on limited partnership payment

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(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 n…

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

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(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 …

Fla. Stat. § 620.2201 Uniformity of application and construction

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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.

Fla. Stat. § 620.2202 Severability clause

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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 thi…

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

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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 th…

Fla. Stat. § 620.2204 Application to existing relationships

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(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…

Fla. Stat. § 620.2205 Saving clause

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This act does not affect an action commenced, proceeding brought, or right accrued before this act takes effect.History.—s. 17, ch. 2005-267.

Fla. Stat. § 620.81001 Uniformity of application and construction

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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.

Fla. Stat. § 620.81002 Short title

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This act may be cited as the Revised Uniform Partnership Act of 1995.History.—s. 13, ch. 95-242.

Fla. Stat. § 620.8101 Definitions

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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 or…

Fla. Stat. § 620.8102 Knowledge and notice

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(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 tim…

Fla. Stat. § 620.8103 Effect of partnership agreement; nonwaivable provisions

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(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…

Fla. Stat. § 620.8104 Supplemental principles of law

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(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.

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

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(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…

Fla. Stat. § 620.81054 Correcting a filed record

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(1) A partnership or limited liability partnership may correct a document filed by the Department of State within 30 days after filing if:(a) The document contains an inaccuracy;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectivel…

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

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(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) Statemen…

Fla. Stat. § 620.8106 Governing law

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(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 bet…

Fla. Stat. § 620.8107 Partnership subject to amendment or repeal of act

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A partnership governed by this act is subject to any amendment to or repeal of this act.History.—s. 13, ch. 95-242.

Fla. Stat. § 620.8201 Partnership as entity

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(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.

Fla. Stat. § 620.8202 Formation of partnership

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(1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.(2) An association formed under a statute, other than this act, a…

Fla. Stat. § 620.8203 Partnership property

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Property acquired by a partnership is property of the partnership and not of the partners individually.History.—s. 13, ch. 95-242.

Fla. Stat. § 620.8204 When property is partnership property

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(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 indica…

Fla. Stat. § 620.8301 Partner agent of partnership

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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 th…

Fla. Stat. § 620.8302 Transfer of partnership property

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(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 partne…

Fla. Stat. § 620.8303 Statement of partnership authority

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(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 n…

Fla. Stat. § 620.8304 Statement of denial

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(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 …

Fla. Stat. § 620.8305 Partnership liable for partner’s actionable conduct

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(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)…

Fla. Stat. § 620.8306 Partner’s liability

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(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 person…

Fla. Stat. § 620.8307 Actions by and against partnership and partners

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(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 partnershi…

Fla. Stat. § 620.8308 Liability of purported partner

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(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 pers…

Fla. Stat. § 620.8401 Partner’s rights and duties

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(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) …

Fla. Stat. § 620.8402 Distributions in kind

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A partner has no right to receive, and may not be required to accept, a distribution in kind.History.—s. 13, ch. 95-242.

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

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(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 a…

Fla. Stat. § 620.8404 General standards of partner’s conduct

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(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) T…

Fla. Stat. § 620.8405 Actions by partnership and partners

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(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 eq…

Fla. Stat. § 620.8406 Continuation of partnership beyond definite term or particular undertaking

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(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…