(1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners, except that the following actions require the approval of all general partners:
(a) Amending the partnership agreement or the certificate of limited partnership, including any statement changing the status of the limited partnership to a limited liability limited partnership or deleting a statement that the limited partnership is a limited liability limited partnership.
(b) Admitting a limited partner under s. 620.1301.
(c) Admitting a general partner under s. 620.1401.
(d) Compromising a partner’s obligation to make contributions under s. 620.1502 or return an improper distribution under s. 620.1508.
(e) Expelling a limited partner under s. 620.1601.
(f) Redeeming a transferable interest subject to a charging order under s. 620.1703.
(g) Dissolving the limited partnership under s. 620.1801.
(h) Approving a plan of conversion under s. 620.2103 or a plan of merger under s. 620.2107.
(i) Selling, leasing, exchanging, or otherwise disposing of all, or substantially all, of the limited partnership’s property, with or without good will, other than in the usual and regular course of the limited partnership’s activities.
(2) The expulsion of a general partner under s. 620.1603 shall require the consent of all of the other general partners.
(3) In addition to the approval of the general partners required by subsections (1) and (2), the approval of all limited partners shall also be required in order to take any of the actions under subsection (1) or subsection (2) with the exception of a transaction described in paragraph (1)(e), a transaction described in paragraph (1)(h), or a transaction described in paragraph (1)(i).
(4) The approval of a plan of conversion under s. 620.2103 or a plan of merger under s. 620.2107 shall also require the consent of the limited partners in the manner described therein.
(5) The expulsion of a limited partner described in paragraph (1)(e) shall also require the consent of all of the other limited partners. A transaction described in paragraph (1)(i) shall also require approval of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.
(6) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property if such payments were made or such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.
(7) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(8) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (6) or subsection (7) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(9) A general partner is not entitled to remuneration for services performed for the partnership.
History.—s. 17, ch. 2005-267; s. 8, ch. 2008-187.