620.9003 – Annual report.
620.9003 Annual report.— (1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains: (a) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership […]
620.9101 – Law governing foreign limited liability partnership.
620.9101 Law governing foreign limited liability partnership.— (1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (2) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason […]
620.9102 – Statement of foreign qualification.
620.9102 Statement of foreign qualification.— (1) Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement of foreign qualification. The statement must contain: (a) The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law […]
620.9103 – Effect of failure to qualify.
620.9103 Effect of failure to qualify.— (1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (2) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair […]
620.8914 – Filings required for conversion; effective date.
620.8914 Filings required for conversion; effective date.— (1) After a plan of conversion is approved: (a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. 620.8105, which must include: 1. A statement […]
620.8915 – Effect of conversion.
620.8915 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 estate and other property, or any interest therein, owned by the converting organization at the time of its conversion remains vested […]
620.8702 – Dissociated partner’s power to bind and liability to partnership.
620.8702 Dissociated partner’s power to bind and liability to partnership.— (1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under ss. 620.8911-620.8923, is bound by an act of the dissociated partner which would have bound the partnership under s. 620.8301 […]
620.8916 – Merger.
620.8916 Merger.— (1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 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 each jurisdiction that enacted those governing laws. (c) Each of the […]
620.8703 – Dissociated partner’s liability to other persons.
620.8703 Dissociated partner’s liability to other persons.— (1) A partner’s dissociation does not, by itself, discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2). (2) A partner who dissociates without resulting in a dissolution and winding […]
620.8917 – Action on plan of merger by constituent partnership.
620.8917 Action on plan of merger by constituent partnership.— (1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must be in, or evidenced by, a record. (2) Subject to s. 620.8920 and any contractual rights, after a merger is approved, and at any […]