US Lawyer Database

620.1506 – Distribution in kind.

620.1506 Distribution in kind.—A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to s. 620.1813, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of […]

620.1507 – Right to distribution.

620.1507 Right to distribution.—When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any […]

620.1508 – Limitations on distribution.

620.1508 Limitations on distribution.— (1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution if after the distribution: (a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or (b) The […]

620.1201 – Formation of limited partnership; certificate of limited partnership.

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 […]

620.1401 – Becoming general partner.

620.1401 Becoming general partner.—A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner; (3) As the result of a conversion or merger involving the limited partnership under this act as provided for in the plan of conversion or merger; or (4) With the […]

620.1202 – Amendment or restatement of certificate.

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 certificate. […]

620.1402 – General partner agent of limited partnership.

620.1402 General partner agent of limited partnership.— (1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind […]

620.1203 – Certificate of dissolution; statement of termination.

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 as […]

620.1403 – Limited partnership liable for general partner’s actionable conduct.

620.1403 Limited partnership liable for general partner’s actionable conduct.— (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or […]