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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. § 620.1508 Limitations on distribution
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(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…
Fla. Stat. § 620.1509 Liability for improper distributions
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(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 c…
Fla. Stat. § 620.1601 Dissociation as limited partner
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(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 hav…
Fla. Stat. § 620.1602 Effect of dissociation as limited partner
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(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…

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Fla. Stat. § 620.1603 Dissociation as general partner

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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 e…

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

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(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 agre…

Fla. Stat. § 620.1605 Effect of dissociation as general partner

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(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) T…

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

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(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 lim…

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

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(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 f…

Fla. Stat. § 620.1701 Partner’s transferable interest; certificates

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(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 t…

Fla. Stat. § 620.1702 Transfer of partner’s transferable interest

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(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 …

Fla. Stat. § 620.1703 Rights of creditor of partner or transferee

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(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.…

Fla. Stat. § 620.1704 Power of estate of deceased partner

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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.…

Fla. Stat. § 620.1801 Nonjudicial dissolution

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(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 …

Fla. Stat. § 620.1802 Judicial dissolution

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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.

Fla. Stat. § 620.1803 Winding up

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(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 …

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

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(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 enter…

Fla. Stat. § 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

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(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 an…

Fla. Stat. § 620.1806 Known claims against dissolved limited partnership

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(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 o…

Fla. Stat. § 620.1807 Unknown claims against dissolved limited partnership

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(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 claim…

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

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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.

Fla. Stat. § 620.1809 Administrative dissolution

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(1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not:(a) Pay any fee or penalty due to the Department of State under this act;(b) Deliver its annual report to the Department of State by 5 p.m. Eastern Time on the thir…

Fla. Stat. § 620.1810 Reinstatement following administrative dissolution

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(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…

Fla. Stat. § 620.1811 Appeal from denial of reinstatement

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(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 cop…

Fla. Stat. § 620.1812 Revocation of dissolution

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(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…

Fla. Stat. § 620.1813 Disposition of assets; when contributions required

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(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 th…

Fla. Stat. § 620.1901 Governing law regarding foreign limited partnerships

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(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…

Fla. Stat. § 620.1902 Application for certificate of authority

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(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 do…

Fla. Stat. § 620.1903 Activities not constituting transacting business

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(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 acti…

Fla. Stat. § 620.1904 Filing of certificate of authority

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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…

Fla. Stat. § 620.1905 Noncomplying name of foreign limited partnership

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(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 ado…

Fla. Stat. § 620.1906 Revocation of certificate of authority

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(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, a…

Fla. Stat. § 620.1907 Cancellation of certificate of authority; effect of failure to have certificate

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(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 …

Fla. Stat. § 620.1908 Action by Attorney General

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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.

Fla. Stat. § 620.1909 Reinstatement following administrative revocation

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(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 partnersh…

Fla. Stat. § 620.1910 Amending certificate of authority

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(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 i…

Fla. Stat. § 620.2001 Direct action by partner

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(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 t…

Fla. Stat. § 620.2002 Derivative action

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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 …

Fla. Stat. § 620.2003 Proper plaintiff

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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 …

Fla. Stat. § 620.2004 Pleading

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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.

Fla. Stat. § 620.2005 Proceeds and expenses

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(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 proceed…

Fla. Stat. § 620.2101 Definitions

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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 organizatio…

Fla. Stat. § 620.2102 Conversion

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(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.…

Fla. Stat. § 620.2103 Action on plan of conversion by converting limited partnership

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(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 limite…

Fla. Stat. § 620.2104 Filings required for conversion; effective date

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(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 t…

Fla. Stat. § 620.2105 Effect of conversion

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(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 organizat…

Fla. Stat. § 620.2106 Merger

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(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 o…

Fla. Stat. § 620.2107 Action on plan of merger by constituent limited partnership

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(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 partn…

Fla. Stat. § 620.2108 Filings required for merger; effective date

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(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…

Fla. Stat. § 620.2109 Effect of merger

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(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 th…