Fla. Stat. ch. 620 – Partnership Laws | Midpage

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Florida Statutes

Chapter 620

Fla. Stat. ch. 620

Partnership Laws

620.101Short title 620.102Definitions 620.103Name of limited partnership 620.104Reservation of name 620.105Recordkeeping office; agent for service of process 620.1051Change of registered office or registered agent; change of address 620.106Records to be kept 620.107Nature of business that may be carried on 620.108Formation; certificate of limited partnership 620.109Amendment to, or restated, certificate of limited partnership 620.112Supplemental affidavit of capital contributions 620.113Cancellation of certificate of limited partnership 620.114Execution of certificate or statement 620.115Execution of certificate pursuant to court order 620.116Filing with Department of State 620.117Liability for false statement in certificate 620.118Filing; scope of notice 620.119Delivery of certificates to limited partners 620.122Business transactions of partner with partnership 620.123Admission of additional general partners 620.124Events of withdrawal of general partner 620.125General rights, powers, restrictions, and liabilities of general partner 620.126Contributions by general partner 620.127Voting rights of general partners 620.128Admission of limited partners 620.129Liability of limited partner to third parties 620.132Liability of person erroneously believing herself or himself to be a limited partner 620.133Voting rights of limited partners 620.134Limited partner's right to inspect records and demand information 620.135Form of contribution 620.136Liability for contribution 620.137Sharing of profits and losses 620.138Sharing of distributions 620.139Interim distributions 620.142Withdrawal of general partner 620.143Withdrawal of limited partner 620.144Distribution upon withdrawal 620.145Distribution in kind 620.146Right to distribution 620.147Limitation on distribution 620.148Liability upon return of contribution 620.149Nature of partner's interest in the limited partnership 620.152Assignment of partnership interest 620.153Rights of judgment creditor of partner 620.154Right of assignee to become limited partner 620.155Power of estate of deceased or incompetent partner 620.156Property of limited partnership 620.157Nonjudicial dissolution 620.158Judicial dissolution 620.159Winding up affairs of limited partnership 620.162Distribution of assets 620.163Right of limited partner to bring derivative action 620.164Derivative action; proper plaintiff 620.165Derivative action; pleading 620.166Derivative action; expenses 620.167Laws governing foreign limited partnership 620.168Name under which foreign limited partnership may register 620.169Registration of foreign limited partnership 620.172Issuance of certificate of authority to transact business to foreign limited partnership 620.173Amendments to registration application 620.174Cancellation of registration of foreign limited partnership 620.175Action to restrain foreign limited partnership from transacting business 620.176Supplemental affidavit of capital contributions 620.177Annual report of domestic or foreign limited partnership; renewal of authority 620.178Revocation of authority to transact business; reinstatement 620.179Transaction of business without registration or after revocation of authority; effect 620.182Fees of the Department of State 620.183Disposition of moneys collected 620.1835Powers of Department of State; interrogatories 620.184Construction and application of act 620.185Effect of repeal of prior statutes 620.186Applicability of Uniform Partnership Act 620.192Registered agent; duties 620.201Merger of domestic limited partnership 620.202Action on plan of merger 620.203Articles of merger 620.204Effect of merger 620.205Rights of dissenting partners 620.56Short title 620.565Definition of terms 620.57Interpretation of knowledge and notice 620.575Rules of construction 620.58Rules for cases not provided for in this part 620.585"Partnership" defined 620.59Rules for determining the existence of a partnership 620.595Partnership property 620.60Partner agent of partnership 620.605Conveyance of real property of the partnership 620.61Partnership bound by admission of partner 620.615Partnership charged with knowledge of or notice 620.62Partnership bound by partner's wrongful act 620.625Partnership bound by partner's breach of trust 620.63Nature of partner's liability 620.635Partner by estoppel 620.64Liability of incoming partner 620.645Rules determining rights and duties of partners 620.65Partnership books 620.655Duty of partners to render information 620.66Partner accountable as a fiduciary 620.665Right to an account 620.67Continuation of partnership beyond fixed term 620.675Extent of property rights of a partner 620.68Nature of a partner's right in specific partnership property 620.685Nature of partner's interest in the partnership 620.69Assignment of partner's interest 620.695Partner's interest subject to charging order 620.70"Dissolution" defined 620.705Partnership not terminated by dissolution 620.71Causes of dissolution 620.715Dissolution by decree of court 620.72General effect of dissolution on authority of partner 620.725Right of partner to contribution from copartners after dissolution 620.73Power of partner to bind partnership to third persons after dissolution 620.735Effect of dissolution on partner's existing liability 620.74Right to wind up 620.745Rights of partners to application of partnership property 620.75Rights when partnership is dissolved for fraud or misrepresentation 620.755Rules for distribution 620.76Liability of persons continuing the business in certain cases 620.765Rights of retiring partner or estate of deceased partner when the business is continued 620.77Accrual of actions 620.78Registered limited liability partnerships 620.781Cancellation of registration as a registered limited liability partnership 620.782Partner's liability 620.783Liability; governing law 620.784Name of registered limited liability partnership 620.7851Insurance of registered limited liability partnerships 620.786Effect of statement of registration and renewal thereof 620.787Regulation of registered limited liability partnerships rendering professional services 620.788Domestic limited partnership as a registered limited liability partnership 620.7885Foreign registered limited liability partnership 620.7887Cancellation of registration as a foreign registered limited liability partnership 620.789Applicability of chapter to foreign and interstate commerce 620.81001Uniformity of application and construction 620.81002Short title 620.8101Definitions 620.8102Knowledge and notice 620.8103Effect of partnership agreement; nonwaivable provisions 620.8104Supplemental principles of law 620.8105Execution, filing, and recording of partnership registration and other statements 620.81055Fees for filing documents and issuing certificates; powers of the Department of State 620.8106Law governing internal relations 620.8107Partnership subject to amendment or repeal of act 620.8201Partnership as entity 620.8202Formation of partnership 620.8203Partnership property 620.8204When property is partnership property 620.8301Partner agent of partnership 620.8302Transfer of partnership property 620.8303Statement of partnership authority 620.8304Statement of denial 620.8305Partnership liable for partner's actionable conduct 620.8306Partner's liability 620.8307Actions by and against partnership and partners 620.8308Liability of purported partner 620.8401Partner's rights and duties 620.8402Distributions in kind 620.8403Partner's rights and duties with respect to information 620.8404General standards of partner's conduct 620.8405Actions by partnership and partners 620.8406Continuation of partnership beyond definite term or particular undertaking 620.8501Partner not coowner of partnership property 620.8502Partner's transferable interest in partnership 620.8503Transfer of partner's transferable interest 620.8504Partner's transferable interest subject to charging order 620.8601Events causing partner's dissociation 620.8602Partner's power to dissociate; wrongful dissociation 620.8603Effect of partner's dissociation 620.8701Purchase of dissociated partner's interest 620.8702Dissociated partner's power to bind and liability to partnership 620.8703Dissociated partner's liability to other persons 620.8704Statement of dissociation 620.8705Continued use of partnership name 620.8801Events causing dissolution and winding up of partnership business 620.8802Partnership continues after dissolution 620.8803Right to wind up partnership business 620.8804Partner's power to bind partnership after dissolution 620.8805Statement of dissolution 620.8806Partner's liability to other partners after dissolution 620.8807Settlement of accounts and contributions among partners 620.8901Definitions 620.8902Conversion of partnership to limited partnership 620.8903Conversion of limited partnership to partnership 620.8904Effect of conversion; entity unchanged 620.8905Merger of partnerships 620.8906Effect of merger 620.8907Statement of merger 620.8908Nonexclusive 620.90Applicability 620.91Saving clause