620.1101 – Popular name.

620.1101 Popular name.—This section and sections 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.” History.—s. 17, ch. 2005-267.

620.1102 – Definitions.

620.1102 Definitions.—As used in this act: (1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended. (2) “Certificate of limited partnership” means the certificate required by s. 620.1201. The term includes the certificate as amended or restated. (3) “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a […]

620.1103 – Knowledge and notice.

620.1103 Knowledge and notice.— (1) A person knows a fact if the person has actual knowledge of the fact. (2) A person has notice of a fact if the person: (a) Knows of the fact; (b) Has received a notification of the fact; (c) Has reason to know the fact exists from all of the facts known to the person at […]

620.1104 – Nature, purpose, and duration of entity.

620.1104 Nature, purpose, and duration of entity.— (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may be organized under this act for any lawful purpose. (3) A limited partnership […]

620.1105 – Powers.

620.1105 Powers.—A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation […]

620.1106 – Governing law.

620.1106 Governing law.—The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. History.—s. 17, ch. 2005-267.

620.1107 – Supplemental principles of law; rate of interest.

620.1107 Supplemental principles of law; rate of interest.— (1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (2) If an obligation to pay interest arises under this act and the rate is not specified, the same rate of interest that has been determined for judgments in accordance with s. […]

620.1108 – Name.

620.1108 Name.— (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “limited” or the abbreviation “L.P.” or “Ltd.” or the designation “LP,” and may not contain the phrase “limited liability limited […]

620.11085 – Reserved name.

620.11085 Reserved name.— (1) A person may reserve the exclusive use of the name of a limited partnership, including an alternate name for a foreign limited partnership whose name is not available, by delivering an application to the Department of State for filing. The application must set forth the name and address of the applicant and the […]

620.1109 – Department of State; fees.

620.1109 Department of State; fees.—In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are as follows: (1) For furnishing a certified copy, $52.50 for the first 15 pages plus $1.00 for each additional page. (2) For filing an original certificate of limited partnership, […]

620.1110 – Effect of partnership agreement; nonwaivable provisions.

620.1110 Effect of partnership agreement; nonwaivable provisions.— (1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership. (2) A partnership agreement […]

620.1111 – Required information.

620.1111 Required information.—A limited partnership shall maintain at its designated office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. (2) A copy of the initial certificate of limited partnership and […]

620.1112 – Business transactions of partner with partnership.

620.1112 Business transactions of partner with partnership.—A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of this act, a partner has the same rights and obligations with respect to the loan or other transaction as a person that is not a […]

620.1113 – Dual capacity.

620.1113 Dual capacity.—A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject […]

620.1114 – Designated office, registered office, and registered agent.

620.1114 Designated office, registered office, and registered agent.— (1) A limited partnership shall designate and continuously maintain in this state: (a) A designated office, which need not be a place of its activity in this state. (b) A registered agent for service of process upon the limited partnership and a registered office, which shall be the address of its […]

620.1115 – Change of registered agent or registered office.

620.1115 Change of registered agent or registered office.— (1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of State for filing a statement of change containing: (a) The name of the limited partnership or foreign limited partnership. (b) The name of its current […]

620.1116 – Resignation of registered agent.

620.1116 Resignation of registered agent.— (1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for filing a signed statement of resignation containing the name of the limited partnership or foreign limited partnership. (2) After filing the statement with the Department of State, […]

620.1117 – Service of process.

1620.1117 Service of process.— (1) A registered agent appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership. (2) If a limited partnership or […]

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, […]

620.1201 – 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 […]