620.2101 – Definitions.
620.2101 Definitions.—As used in this section and ss. 620.2102-620.2124: (1) “Constituent limited partnership” means a constituent organization that is a limited partnership. (2) “Constituent organization” means an organization that is party to a merger. (3) “Converted organization” means the organization into which a converting organization converts pursuant to ss. 620.2102-620.2105. (4) “Converting limited partnership” means a converting organization that is […]
620.2102 – Conversion.
620.2102 Conversion.— (1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization, other than an organization which is also a domestic limited partnership governed by this act, pursuant to this section and ss. 620.2103-620.2105 and a plan of conversion, if: (a) The other organization’s governing […]
620.2103 – Action on plan of conversion by converting limited partnership.
620.2103 Action on plan of conversion by converting limited partnership.— (1) A plan of conversion must be consented to by all of the general partners of a converting limited partnership. Subject to s. 620.2110, the plan of conversion must also be consented to by those limited partners who own a majority of the rights to receive distributions […]
620.1903 – Activities not constituting transacting business.
620.1903 Activities not constituting transacting business.— (1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include: (a) Maintaining, defending, and settling an action or proceeding. (b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs. (c) Maintaining accounts in financial institutions. […]
620.2104 – Filings required for conversion; effective date.
620.2104 Filings required for conversion; effective date.— (1) After a plan of conversion is approved: (a) A converting limited partnership shall deliver to the Department of State for filing a certificate of conversion, signed by each general partner listed in the certificate of limited partnership, and must include: 1. A statement that the limited partnership has been converted into […]
620.1904 – Filing of certificate of authority.
620.1904 Filing of certificate of authority.—Unless the Department of State determines that an application for a certificate of authority does not comply with the filing requirements of this act, the Department of State, upon payment of all filing fees, shall authorize the foreign limited partnership to transact business in this state. History.—s. 17, ch. 2005-267.
620.2105 – Effect of conversion.
620.2105 Effect of conversion.— (1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) Title to all real and other property, or any interest in such property, owned by the converting organization at the time of its conversion remains […]
620.1905 – Noncomplying name of foreign limited partnership.
620.1905 Noncomplying name of foreign limited partnership.— (1) A foreign limited partnership whose name does not comply with s. 620.1108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with s. 620.1108. A foreign limited partnership that adopts an alternate name under […]
620.2106 – Merger.
620.2106 Merger.— (1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.2107-620.2109 and a plan of merger, if: (a) The governing law of each of the other organizations authorizes the merger. (b) The merger is permitted by the law of a jurisdiction that enacted each of those governing laws. […]
620.1906 – Revocation of certificate of authority.
620.1906 Revocation of certificate of authority.— (1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the Department of State in the manner provided in subsections (2) and (3) if the foreign limited partnership does not: (a) Pay, within 60 days after the due date, any fee or […]