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 […]
620.8704 – Statement of dissociation.
620.8704 Statement of dissociation.— (1) A dissociated partner or the partnership may file a statement of dissociation stating: (a) The name of the partnership as identified in the records of the Department of State. (b) That the partner is dissociated from the partnership. (2) A statement of dissociation may be filed without regard to the provisions of s. 620.8105(4) if […]
620.8918 – Filings required for merger; effective date.
620.8918 Filings required for merger; effective date.— (1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of: (a) Each preexisting constituent partnership, by all of the partners of such partnership. (b) Each other preexisting constituent organization, by an authorized representative. (2) The certificate of merger must include: (a) The name and form […]
620.8705 – Continued use of partnership name.
620.8705 Continued use of partnership name.—Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not, by itself, make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. History.—s. 13, ch. 95-242.
620.8919 – Effect of merger.
620.8919 Effect of merger.— (1) When a merger becomes effective: (a) The surviving organization continues. (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity. (c) Title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment. (d) All […]
620.8801 – Events causing dissolution and winding up of partnership business.
620.8801 Events causing dissolution and winding up of partnership business.—A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express […]
620.8802 – Partnership continues after dissolution.
620.8802 Partnership continues after dissolution.— (1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (2) At any time after the dissolution of a partnership before the winding up of partnership business is completed, all of […]