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Fla. Stat. ch. 620 — PARTNERSHIP LAWS · BenchPath

The Florida Statutes

Chapter 620. PARTNERSHIP LAWS

2026 Florida Statutes. Published by The Florida Legislature (Online Sunshine).

Florida
Law Library
The Florida Statutes
Title XXXVI
Chapter 620

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Words from the text, or a citation such as § 90.803 or Fla. R. Civ. P. 1.510

Part I. FLORIDA REVISED UNIFORMLIMITED PARTNERSHIP ACT OF 2005

§ 620.1101Popular name.
§ 620.1102Definitions.
§ 620.1103Knowledge and notice.
§ 620.1104Nature, purpose, and duration of entity.
§ 620.1105Powers.
§ 620.1106Governing law.
§ 620.1107Supplemental principles of law; rate of interest.
§ 620.1108Name.
§ 620.11085Reserved name.
§ 620.1109Department of State; fees.
§ 620.1110Effect of partnership agreement; nonwaivable provisions.
§ 620.1111Required information.
§ 620.1112Business transactions of partner with partnership.
§ 620.1113Dual capacity.
§ 620.1114Designated office, registered office, and registered agent.
§ 620.1115Change of registered agent or registered office.
§ 620.1116Resignation of registered agent.
§ 620.1117Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership.
§ 620.1118Consent and proxies of partners.
§ 620.1201Formation of limited partnership; certificate of limited partnership.
§ 620.1202Amendment or restatement of certificate.
§ 620.1203Certificate of dissolution; statement of termination.
§ 620.1204Signing of records.
§ 620.1205Signing and filing pursuant to judicial order.
§ 620.1206Delivery to and filing of records by Department of State; effective time and date; notice.
§ 620.1207Correcting filed record.
§ 620.1208Liability for false information in filed record.
§ 620.1209Certificate of status.
§ 620.1210Annual report for Department of State.
§ 620.1301Becoming limited partner.
§ 620.1302No right or power as limited partner to bind limited partnership; certain approval rights.
§ 620.1303No liability as limited partner for limited partnership obligations.
§ 620.1304Right of limited partner and former limited partner to information.
§ 620.1305Limited duties of limited partners.
§ 620.1306Person erroneously believing self to be limited partner.
§ 620.1401Becoming general partner.
§ 620.1402General partner agent of limited partnership.
§ 620.1403Limited partnership liable for general partner’s actionable conduct.
§ 620.1404General partner’s liability.
§ 620.1405Actions by and against partnership and partners.
§ 620.1406Management rights of general partner; approval rights of other partners.
§ 620.1407Right of general partner and former general partner to information.
§ 620.1408General standards of conduct for general partner.
§ 620.1501Form of contribution.
§ 620.1502Liability for contribution.
§ 620.1503Sharing of profits, losses, and distributions.
§ 620.1504Interim distributions.
§ 620.1505No distribution on account of dissociation.
§ 620.1506Distribution in kind.
§ 620.1507Right to distribution.
§ 620.1508Limitations on distribution.
§ 620.1509Liability for improper distributions.
§ 620.1601Dissociation as limited partner.
§ 620.1602Effect of dissociation as limited partner.
§ 620.1603Dissociation as general partner.
§ 620.1604Person’s power to dissociate as general partner; wrongful dissociation.
§ 620.1605Effect of dissociation as general partner.
§ 620.1606Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
§ 620.1607Liability to other persons of person dissociated as general partner.
§ 620.1701Partner’s transferable interest; certificates.
§ 620.1702Transfer of partner’s transferable interest.
§ 620.1703Rights of creditor of partner or transferee.
§ 620.1704Power of estate of deceased partner.
§ 620.1801Nonjudicial dissolution.
§ 620.1802Judicial dissolution.
§ 620.1803Winding up.
§ 620.1804Power of general partner and person dissociated as general partner to bind partnership after dissolution.
§ 620.1805Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
§ 620.1806Known claims against dissolved limited partnership.
§ 620.1807Unknown claims against dissolved limited partnership.
§ 620.1808Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
§ 620.1809Administrative dissolution.
§ 620.1810Reinstatement following administrative dissolution.
§ 620.1811Appeal from denial of reinstatement.
§ 620.1812Revocation of dissolution.
§ 620.1813Disposition of assets; when contributions required.
§ 620.1901Governing law regarding foreign limited partnerships.
§ 620.1902Application for certificate of authority.
§ 620.1903Activities not constituting transacting business.
§ 620.1904Filing of certificate of authority.
§ 620.1905Noncomplying name of foreign limited partnership.
§ 620.1906Revocation of certificate of authority.
§ 620.1907Cancellation of certificate of authority; effect of failure to have certificate.
§ 620.1908Action by Attorney General.
§ 620.1909Reinstatement following administrative revocation.
§ 620.1910Amending certificate of authority.
§ 620.2001Direct action by partner.
§ 620.2002Derivative action.
§ 620.2003Proper plaintiff.
§ 620.2004Pleading.
§ 620.2005Proceeds and expenses.
§ 620.2101Definitions.
§ 620.2102Conversion.
§ 620.2103Action on plan of conversion by converting limited partnership.
§ 620.2104Filings required for conversion; effective date.
§ 620.2105Effect of conversion.
§ 620.2106Merger.
§ 620.2107Action on plan of merger by constituent limited partnership.
§ 620.2108Filings required for merger; effective date.
§ 620.2109Effect of merger.
§ 620.2110Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
§ 620.2111Liability of general partner after conversion or merger.
§ 620.2112Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
§ 620.2113Appraisal rights; definitions.
§ 620.2114Right of limited partners to appraisal.
§ 620.2115Assertion of rights by nominees and beneficial owners.
§ 620.2116Notice of appraisal rights.
§ 620.2117Notice of intent to demand payment.
§ 620.2118Appraisal notice and form.
§ 620.2119Perfection of rights; right to withdraw.
§ 620.2120Limited partner’s acceptance of limited partnership’s offer.
§ 620.2121Procedure if limited partner is dissatisfied with offer.
§ 620.2122Court action.
§ 620.2123Court costs and counsel fees.
§ 620.2124Limitation on limited partnership payment.
§ 620.2125Application of other laws to provisions governing conversions and mergers.
§ 620.2201Uniformity of application and construction.
§ 620.2202Severability clause.
§ 620.2203Relation to Electronic Signatures in Global and National Commerce Act.
§ 620.2204Application to existing relationships.
§ 620.2205Saving clause.

Part II. REVISED UNIFORMPARTNERSHIP ACT

§ 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.
§ 620.81054Correcting a filed record.

Cited by 7 provisions

Provisions in this library whose text cites Fla. Stat. ch. 620. Each shows the citation as that text prints it.

The Florida Statutes

§ 15.16, Fla. Stat.Reproduction of records; admissibility in evidence; electronic receipt and transmission of records; certification; acknowledgment.Printed as chapter 620; chapters 48, 55, 117, 118, 495, 605, 606, 607, 610, 617, 620, 621, 679, and 713
§ 48.061, Fla. Stat.Service on partnerships, limited liability partnerships, and limited partnerships.Printed as chapter 620
§ 48.091, Fla. Stat.Partnerships, corporations, and limited liability companies; designation of registered agent and registered office.Printed as chapter 620
§ 288.062, Fla. Stat.Rural Community Investment Program.Printed as chapter 620

← Chapter 619 Chapter 621 →

Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.

§ 620.81055

Fees for filing documents and issuing certificates; powers of the Department of State.

§ 620.8106Governing law.

§ 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 co-owner 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.

§ 620.8911Definitions.

§ 620.8912Conversion.

§ 620.8913Action on plan of conversion by converting partnership.

§ 620.8914Filings required for conversion; effective date.

§ 620.8915Effect of conversion.

§ 620.8916Merger.

§ 620.8917Action on plan of merger by constituent partnership.

§ 620.8918Filings required for merger; effective date.

§ 620.8919Effect of merger.

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

§ 620.8921Liability of a partner after conversion or merger.

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

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

§ 620.9001Statement of qualification.

§ 620.9002Name.

§ 620.9003Annual report.

§ 620.9101Law governing foreign limited liability partnership.

§ 620.9102Statement of foreign qualification.

§ 620.9103Effect of failure to qualify.

§ 620.9104Activities not constituting transacting business.

§ 620.9105Action by Attorney General.

§ 620.9901Applicability.

§ 620.9902Saving clause.

§ 606.06, Fla. Stat.Uniform business report.Printed as chapters 495, 605, 607, 609, 617, 620, 621

§ 631.141, Fla. Stat.Conduct of delinquency proceeding; domestic and alien insurers.Printed as chapter 620

§ 636.204, Fla. Stat.License required.Printed as chapter 620