620.1302 – No right or power as limited partner to bind limited partnership; certain approval rights.
620.1302 No right or power as limited partner to bind limited partnership; certain approval rights.— (1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (2) The limited partners have only those approval rights as are described in s. 620.1406. History.—s. 17, ch. 2005-267.
620.1303 – No liability as limited partner for limited partnership obligations.
620.1303 No liability as limited partner for limited partnership obligations.—An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason […]
620.1304 – Right of limited partner and former limited partner to information.
620.1304 Right of limited partner and former limited partner to information.— (1) Upon 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office. The limited partner need not have any particular purpose for seeking the information. […]
620.1305 – Limited duties of limited partners.
620.1305 Limited duties of limited partners.— (1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. To the extent a limited partner is vested with or delegated management powers or duties under the partnership agreement, the only fiduciary duties that […]
620.1118 – Consent and proxies of partners.
620.1118 Consent and proxies of partners.—Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by a record appointing the proxy that is signed, […]
620.1306 – Person erroneously believing self to be limited partner.
620.1306 Person erroneously believing self to be limited partner.— (1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making 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 […]