Fla. Stat. § 620.1101
Popular name
This section and ss. 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.”
Florida Statutes Chapter 620 — PARTNERSHIP LAWS
Florida · statute · Fla. Stat. ch. 620 · 192 active provisions
Fla. Stat. § 620.1102
Definitions
As used in this act:(1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended.(2) “Certificate of limited partnership” means the certificate required by s. 620.1201. The term includes the certificate as amended or restated.(3) “Contribution,” except in the phrase “right of contribution,” m…
Fla. Stat. § 620.1103
Knowledge and notice
(1) A person knows a fact if the person has actual knowledge of the fact.(2) A person has notice of a fact if the person:(a) Knows of the fact;(b) Has received a notification of the fact;(c) Has reason to know the fact exists from all of the facts known to the person at the time in question; or(d) Has notice of the fac…
Fla. Stat. § 620.1104
Nature, purpose, and duration of entity
(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.(2) A limited partnership may be organized under this act for any lawful purpose.(3) A limited…
Fla. Stat. § 620.1105
Powers
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty…
Fla. Stat. § 620.1106
Governing law
The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
Fla. Stat. § 620.1107
Supplemental principles of law; rate of interest
(1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.(2) If an obligation to pay interest arises under this act and the rate is not specified, the same rate of interest that has been determined for judgments in accordance with s. 55.03 shall apply to the obliga…
Fla. Stat. § 620.1108
Name
(1) The name of a limited partnership may contain the name of any partner.(2) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “limited” or the abbreviation “L.P.” or “Ltd.” or the designation “LP,” and may not contain the phrase “lim…
Fla. Stat. § 620.11085
Reserved name
(1) A person may reserve the exclusive use of the name of a limited partnership, including an alternate name for a foreign limited partnership whose name is not available, by delivering an application to the Department of State for filing. The application must set forth the name and address of the applicant and the nam…
Fla. Stat. § 620.1109
Department of State; fees
In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are as follows:(1) For furnishing a certified copy: $52.50 for the first 15 pages plus $1.00 for each additional page.(2) For filing an original certificate of limited partnership:…
Fla. Stat. § 620.1110
Effect of partnership agreement; nonwaivable provisions
(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.…
Fla. Stat. § 620.1111
Required information
A limited partnership shall maintain at its designated office the following information:(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.(2) A copy of th…
Fla. Stat. § 620.1112
Business transactions of partner with partnership
A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of this act, a partner has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Fla. Stat. § 620.1113
Dual capacity
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obliga…
Fla. Stat. § 620.1114
Designated office, registered office, and registered agent
(1) A limited partnership shall designate and continuously maintain in this state:(a) A designated office, which need not be a place of its activity in this state.(b) A registered agent for service of process upon the limited partnership and a registered office, which shall be the address of its registered agent.(2) A…
Fla. Stat. § 620.1115
Change of registered agent or registered office
(1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of State for filing a statement of change containing:(a) The name of the limited partnership or foreign limited partnership.(b) The name of its current registere…
Fla. Stat. § 620.1116
Resignation of registered agent
(1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for filing a signed statement of resignation containing the name of the limited partnership or foreign limited partnership.(2) After filing the statement with the Departm…
Fla. Stat. § 620.1117
Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership
(1) Service of process on a limited partnership or foreign limited partnership must be made in accordance with s. 48.061 and chapter 48 or chapter 49.(2) Any notice or demand on a limited partnership or foreign limited partnership under this chapter may be given or made to any general partner of the limited partnership…
Fla. Stat. § 620.1118
Consent and proxies of partners
Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by a record appointing the proxy that is signed, either personally or by the pa…
Fla. Stat. § 620.1201
Formation of limited partnership; certificate of limited partnership
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The certificate must state:(a) The name of the limited partnership, which must comply with s. 620.1108.(b) The street and mailing address of the initial designated office of…
Fla. Stat. § 620.1202
Amendment or restatement of certificate
(1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an amendment or restatement or, pursuant to s. 620.2108, certificate of merger stating:(a) The name of the limited partnership.(b) The date of filing of its initial certifica…
Fla. Stat. § 620.1203
Certificate of dissolution; statement of termination
(1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth:(a) The name of the limited partnership.(b) The date of filing of its initial certificate of limited partnership.(c) The reason for filing the certificate of dissolution.(d) Any other information…
Fla. Stat. § 620.1204
Signing of records
(1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner:(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership.(b) An amendment adding or deleting a statement that the l…
Fla. Stat. § 620.1205
Signing and filing pursuant to judicial order
(1) If a person required by this act to sign a record or deliver a record to the Department of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:(a) The person to sign the record;(b) The person to deliver the record to the Department of State for filing; or(c) T…
Fla. Stat. § 620.1206
Delivery to and filing of records by Department of State; effective time and date; notice
(1) A record authorized or required to be delivered to the Department of State for filing under this act must be captioned to describe the record’s purpose, be in a medium permitted by the Department of State, and be delivered to the Department of State. Unless the Department of State determines that a record does not…
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