620.2107 – Action on plan of merger by constituent limited partnership.
620.2107 Action on plan of merger by constituent limited partnership.— (1) A plan of merger must be consented to by all of the general partners of a constituent limited partnership. Subject to s. 620.2110, the plan of merger must also be consented to by those limited partners who own a majority of the rights to receive distributions […]
620.1907 – Cancellation of certificate of authority; effect of failure to have certificate.
620.1907 Cancellation of certificate of authority; effect of failure to have certificate.— (1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under s. 620.1206. The […]
620.1908 – Action by Attorney General.
620.1908 Action by Attorney General.—The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this act. History.—s. 17, ch. 2005-267.
620.1909 – Reinstatement following administrative revocation.
620.1909 Reinstatement following administrative revocation.— (1) A foreign limited partnership whose certificate of authority was administratively revoked under s. 620.1906 may apply to the Department of State for reinstatement at any time after the effective date of revocation of the certificate of authority. The foreign limited partnership must submit a form of reinstatement prescribed and furnished by […]
620.1807 – Unknown claims against dissolved limited partnership.
620.1807 Unknown claims against dissolved limited partnership.— (1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. 620.1806(14), may also file with the Department of State on the form prescribed by the department a request that persons with claims against the limited partnership which […]
620.1808 – Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
620.1808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.—If a claim is barred under s. 620.1806 or s. 620.1807, any corresponding claim under s. 620.1404, s. 620.1405, or s. 620.1607 is also barred. History.—s. 17, ch. 2005-267.
620.1809 – Administrative dissolution.
620.1809 Administrative dissolution.— (1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not: (a) Pay any fee or penalty due to the Department of State under this act; (b) Deliver its annual report to the Department of State by 5 p.m. Eastern Time on the third Friday in September; (c) Appoint and maintain […]
620.1810 – Reinstatement following administrative dissolution.
620.1810 Reinstatement following administrative dissolution.— (1) A limited partnership that has been administratively dissolved under s. 620.1809 may apply to the Department of State for reinstatement at any time after the effective date of dissolution. The limited partnership must submit a form of reinstatement prescribed and furnished by the Department of State together with all fees then […]
620.1811 – Appeal from denial of reinstatement.
620.1811 Appeal from denial of reinstatement.— (1) If the Department of State denies a limited partnership’s request for reinstatement following administrative dissolution, the Department of State shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice. (2) Within 30 days after service […]
620.1607 – Liability to other persons of person dissociated as general partner.
620.1607 Liability to other persons of person dissociated as general partner.— (1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a […]