620.2109 – Effect of merger.
620.2109 Effect of merger.— (1) When a merger becomes effective: (a) The surviving organization continues. (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity. (c) All property owned by each constituent organization that ceases to exist vests in the surviving organization. (d) All debts, liabilities, and other obligations of each constituent organization that […]
620.2125 – Application of other laws to provisions governing conversions and mergers.
620.2125 Application of other laws to provisions governing conversions and mergers.— (1) The provisions of ss. 620.2101-620.2124 do not preclude an entity from being converted or merged under other law. (2) The provisions of ss. 620.2101-620.2124 do not authorize any act prohibited by other applicable law or change the requirements of any law or rule regulating a specific […]
620.2110 – Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
620.2110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.— (1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, […]
620.2201 – Uniformity of application and construction.
620.2201 Uniformity of application and construction.—In applying and construing this act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. History.—s. 17, ch. 2005-267.
620.1910 – Amending certificate of authority.
620.1910 Amending certificate of authority.— (1) A foreign limited partnership authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of authority to: (a) Change its name on the records of the Department of State; (b) Amend its jurisdiction; (c) Change its general partners; (d) Add or delete its status as […]
620.2001 – Direct action by partner.
620.2001 Direct action by partner.— (1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the […]
620.2002 – Derivative action.
620.2002 Derivative action.—A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; […]
620.2003 – Proper plaintiff.
620.2003 Proper plaintiff.—A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) Was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of […]
620.2004 – Pleading.
620.2004 Pleading.—In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) Why demand should be excused as futile. History.—s. 17, ch. 2005-267.
620.2005 – Proceeds and expenses.
620.2005 Proceeds and expenses.— (1) Except as otherwise provided in subsection (2): (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff. (b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit such proceeds to the limited partnership. […]