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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

970 sections·Filtered byTitle XXXVI✕

Fla. Stat. § 620.8702 Dissociated partner’s power to bind and liability to partnership
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(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 partn…
Fla. Stat. § 620.8703 Dissociated partner’s liability to other persons
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(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 …
Fla. Stat. § 620.8704 Statement of dissociation
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(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 …
Fla. Stat. § 620.8705 Continued use of partnership name
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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. 95-2…

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Fla. Stat. § 620.8801 Events causing dissolution and winding up of partnership business

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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’…

Fla. Stat. § 620.8802 Partnership continues after dissolution

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(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…

Fla. Stat. § 620.8803 Right to wind up partnership business

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(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 supervisi…

Fla. Stat. § 620.8804 Partner’s power to bind partnership after dissolution

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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 not…

Fla. Stat. § 620.8805 Statement of dissolution

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(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…

Fla. Stat. § 620.8806 Partner’s liability to other partners after dissolution

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(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 partners…

Fla. Stat. § 620.8807 Settlement of accounts and contributions among partners

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(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 cr…

Fla. Stat. § 620.8911 Definitions

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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 organi…

Fla. Stat. § 620.8912 Conversion

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(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…

Fla. Stat. § 620.8913 Action on plan of conversion by converting partnership

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(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 …

Fla. Stat. § 620.8914 Filings required for conversion; effective date

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(1) After a plan of conversion is approved:(a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. …

Fla. Stat. § 620.8915 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 estate and other property, or any interest therein, owned by the converting organizatio…

Fla. Stat. § 620.8916 Merger

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(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 j…

Fla. Stat. § 620.8917 Action on plan of merger by constituent partnership

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(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 …

Fla. Stat. § 620.8918 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 partnership, by all of the partners of such partnership.(b) Each other preexisting constituent organization, by an authorized repres…

Fla. Stat. § 620.8919 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) Title to all real estate and other property owned by each constituent organization t…

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

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(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’…

Fla. Stat. § 620.8921 Liability of a partner after conversion or merger

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(1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 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 o…

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

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(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 be…

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

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(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 regulatin…

Fla. Stat. § 620.9001 Statement of qualification

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(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 par…

Fla. Stat. § 620.9002 Name

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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.

Fla. Stat. § 620.9003 Annual report

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(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 ot…

Fla. Stat. § 620.9101 Law governing foreign limited liability partnership

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(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 deni…

Fla. Stat. § 620.9102 Statement of foreign qualification

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(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 satisf…

Fla. Stat. § 620.9103 Effect of failure to qualify

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(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 statem…

Fla. Stat. § 620.9104 Activities not constituting transacting business

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(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 …

Fla. Stat. § 620.9105 Action by Attorney General

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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.

Fla. Stat. § 620.9901 Applicability

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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.

Fla. Stat. § 620.9902 Saving clause

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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.

Fla. Stat. § 621.01 Legislative intent

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It is the legislative intent to provide for the incorporation or organization as a limited liability company of an individual or group of individuals, professional corporations, or professional limited liability companies to render the same professional service to the public for …

Fla. Stat. § 621.02 Short title

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This act may be cited as the “Professional Service Corporation and Limited Liability Company Act.”History.—s. 2, ch. 61-64; s. 2, ch. 93-110; s. 75, ch. 93-284.

Fla. Stat. § 621.03 Definitions

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As used in this act the following words shall have the meaning indicated:(1) The term “professional service” means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authori…

Fla. Stat. § 621.04 Exemptions

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This act shall not apply to any individuals or groups of individuals within this state who prior to the passage of this act were permitted to organize a corporation or limited liability company and perform personal services to the public by the means of a corporation or limited l…

Fla. Stat. § 621.05 Corporation organization

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One or more individuals, professional corporations, or professional limited liability companies, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corp…

Fla. Stat. § 621.051 Limited liability company organization

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A group of professional service corporations, professional limited liability companies, or individuals, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become members of a professional limited liability c…

Fla. Stat. § 621.06 Rendition of professional services, limitations

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No corporation or limited liability company organized under this act may render professional services except through its members, officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services; provided, however, this pr…

Fla. Stat. § 621.07 Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company

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Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such …

Fla. Stat. § 621.08 Limitation on corporation’s or limited liability company’s business transactions; investment of funds

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No corporation or limited liability company organized under this act shall engage in any business other than the rendering of the professional services for which it was specifically organized; provided, however, nothing in this act or in any other provisions of existing law appli…

Fla. Stat. § 621.09 Limitation on issuance and transfer of ownership

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(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same spe…

Fla. Stat. § 621.10 Disqualification of member, shareholder, officer, agent, or employee; administrative dissolution

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If any member, officer, shareholder, agent, or employee of a corporation or limited liability company organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services or accepts employment tha…

Fla. Stat. § 621.11 Alienation of shares and ownership interests; restrictions

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(1) No shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a shareholder of such co…

Fla. Stat. § 621.12 Identification with individual shareholders or individual members

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(1) The name of a corporation or limited liability company organized under this act may contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual me…

Fla. Stat. § 621.13 Applicability of chapters 605 and 607

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(1) Chapter 607 is applicable to a corporation organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of chapter 607. In such event, the provisions and sections of this act shall take preced…

Fla. Stat. § 621.14 Construction of law

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The provisions of this act shall not be construed as repealing, modifying, or restricting the applicable provisions of law relating to incorporations, organization of limited liability companies, sales of securities, or regulating the several professions enumerated in this act ex…

Fla. Stat. § 622.01 Qualification permissive

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Qualification in compliance with this chapter is not and shall not be mandatory, and is and shall be optional, as a permissive alternative to compliance with any other law or laws with respect to the trade, business, or fictitious name or style, and the recording, registration, o…