Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)

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  5. Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)

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Section
620.1101

Popular name.

Section
620.1102

Definitions.

Section
620.1103

Knowledge and notice.

Section
620.1104

Nature, purpose, and duration of entity.

Section
620.1105

Powers.

Section
620.1106

Governing law.

Section
620.1107

Supplemental principles of law; rate of interest.

Section
620.1108

Name.

Section
620.1109

Department of State; fees.

Section
620.1110

Effect of partnership agreement; nonwaivable provisions.

Section
620.1111

Required information.

Section
620.1112

Business transactions of partner with partnership.

Section
620.1113

Dual capacity.

Section
620.1114

Designated office, registered office, and registered agent.

Section
620.1115

Change of registered agent or registered office.

Section
620.1116

Resignation of registered agent.

Section
620.1117

Service of process.

Section
620.1118

Consent and proxies of partners.

Section
620.1201

Formation of limited partnership; certificate of limited partnership.

Section
620.1202

Amendment or restatement of certificate.

Section
620.1203

Certificate of dissolution; statement of termination.

Section
620.1204

Signing of records.

Section
620.1205

Signing and filing pursuant to judicial order.

Section
620.1206

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

Section
620.1207

Correcting filed record.

Section
620.1208

Liability for false information in filed record.

Section
620.1209

Certificate of status.

Section
620.1210

Annual report for Department of State.

Section
620.1301

Becoming limited partner.

Section
620.1302

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

Section
620.1303

No liability as limited partner for limited partnership obligations.

Section
620.1304

Right of limited partner and former limited partner to information.

Section
620.1305

Limited duties of limited partners.

Section
620.1306

Person erroneously believing self to be limited partner.

Section
620.1401

Becoming general partner.

Section
620.1402

General partner agent of limited partnership.

Section
620.1403

Limited partnership liable for general partner’s actionable conduct.

Section
620.1404

General partner’s liability.

Section
620.1405

Actions by and against partnership and partners.

Section
620.1406

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

Section
620.1407

Right of general partner and former general partner to information.

Section
620.1408

General standards of conduct for general partner.

Section
620.1501

Form of contribution.

Section
620.1502

Liability for contribution.

Section
620.1503

Sharing of profits, losses, and distributions.

Section
620.1504

Interim distributions.

Section
620.1505

No distribution on account of dissociation.

Section
620.1506

Distribution in kind.

Section
620.1507

Right to distribution.

Section
620.1508

Limitations on distribution.

Section
620.1509

Liability for improper distributions.

Section
620.1601

Dissociation as limited partner.

Section
620.1602

Effect of dissociation as limited partner.

Section
620.1603

Dissociation as general partner.

Section
620.1604

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

Section
620.1605

Effect of dissociation as general partner.

Section
620.1606

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

Section
620.1607

Liability to other persons of person dissociated as general partner.

Section
620.1701

Partner’s transferable interest; certificates.

Section
620.1702

Transfer of partner’s transferable interest.

Section
620.1703

Rights of creditor of partner or transferee.

Section
620.1704

Power of estate of deceased partner.

Section
620.1801

Nonjudicial dissolution.

Section
620.1802

Judicial dissolution.

Section
620.1803

Winding up.

Section
620.1804

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

Section
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.

Section
620.1806

Known claims against dissolved limited partnership.

Section
620.1807

Unknown claims against dissolved limited partnership.

Section
620.1808

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

Section
620.1809

Administrative dissolution.

Section
620.1810

Reinstatement following administrative dissolution.

Section
620.1811

Appeal from denial of reinstatement.

Section
620.1812

Revocation of dissolution.

Section
620.1813

Disposition of assets; when contributions required.

Section
620.1901

Governing law regarding foreign limited partnerships.

Section
620.1902

Application for certificate of authority.

Section
620.1903

Activities not constituting transacting business.

Section
620.1904

Filing of certificate of authority.

Section
620.1905

Noncomplying name of foreign limited partnership.

Section
620.1906

Revocation of certificate of authority.

Section
620.1907

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

Section
620.1908

Action by Attorney General.

Section
620.1909

Reinstatement following administrative revocation.

Section
620.1910

Amending certificate of authority.

Section
620.2001

Direct action by partner.

Section
620.2002

Derivative action.

Section
620.2003

Proper plaintiff.

Section
620.2004

Pleading.

Section
620.2005

Proceeds and expenses.

Section
620.2101

Definitions.

Section
620.2102

Conversion.

Section
620.2103

Action on plan of conversion by converting limited partnership.

Section
620.2104

Filings required for conversion; effective date.

Section
620.2105

Effect of conversion.

Section
620.2106

Merger.

Section
620.2107

Action on plan of merger by constituent limited partnership.

Section
620.2108

Filings required for merger; effective date.

Section
620.2109

Effect of merger.

Section
620.2110

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

Section
620.2111

Liability of general partner after conversion or merger.

Section
620.2112

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

Section
620.2113

Appraisal rights; definitions.

Section
620.2114

Right of limited partners to appraisal.

Section
620.2115

Assertion of rights by nominees and beneficial owners.

Section
620.2116

Notice of appraisal rights.

Section
620.2117

Notice of intent to demand payment.

Section
620.2118

Appraisal notice and form.

Section
620.2119

Perfection of rights; right to withdraw.

Section
620.2120

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

Section
620.2121

Procedure if limited partner is dissatisfied with offer.

Section
620.2122

Court action.

Section
620.2123

Court costs and counsel fees.

Section
620.2124

Limitation on limited partnership payment.

Section
620.2125

Application of other laws to provisions governing conversions and mergers.

Section
620.2201

Uniformity of application and construction.

Section
620.2202

Severability clause.

Section
620.2203

Relation to Electronic Signatures in Global and National Commerce Act.

Section
620.2204

Application to existing relationships.

Section
620.2205

Savings clause.

Section
620.11085

Reserved name.