620.8807 – Settlement of accounts and contributions among partners.
620.8807 Settlement of accounts and contributions among partners.— (1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership’s obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to […]
620.8911 – Definitions.
620.8911 Definitions.—As used in this section and ss. 620.8912-620.8923: (1) “Constituent partnership” means a constituent organization that is a partnership governed by this act. (2) “Constituent organization” means an organization that is party to a merger. (3) “Converted organization” means the organization into which a converting organization converts pursuant to ss. 620.8912-620.8915. (4) “Converting partnership” means a converting organization that […]
620.8912 – Conversion.
620.8912 Conversion.— (1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ss. 620.8913-620.8915 and a plan of conversion, if: (a) The other organization’s governing law authorizes the conversion. (b) The conversion is permitted by the law of the jurisdiction that enacted the governing […]
620.8913 – Action on plan of conversion by converting partnership.
620.8913 Action on plan of conversion by converting partnership.— (1) A plan of conversion must be consented to by all of the partners of a converting 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 conversion is approved, and at any […]
620.8305 – Partnership liable for partner’s actionable conduct.
620.8305 Partnership liable for partner’s actionable conduct.— (1) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. […]
620.8603 – Effect of partner’s dissociation.
620.8603 Effect of partner’s dissociation.— (1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. 620.8701-620.8705 apply. (2) Upon a partner’s dissociation: (a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in s. 620.8803; (b) The partner’s duty […]
620.8306 – Partner’s liability.
620.8306 Partner’s liability.— (1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the […]
620.8701 – Purchase of dissociated partner’s interest.
620.8701 Purchase of dissociated partner’s interest.— (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2). (2) The buyout price of […]
620.8307 – Actions by and against partnership and partners.
620.8307 Actions by and against partnership and partners.— (1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to the extent not inconsistent with s. 620.8306, any or all of the partners in the same action or in separate actions. (3) A judgment against a […]
620.8308 – Liability of purported partner.
620.8308 Liability of purported partner.— (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made if such […]