620.81001 Uniformity of application and construction.—This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act. History.—s. 13, ch. 95-242.
620.81002 Short title.—This act may be cited as the Revised Uniform Partnership Act of 1995. History.—s. 13, ch. 95-242.
620.8101 Definitions.—As used in this act, the term: (1) “Act” means the Revised Uniform Partnership Act of 1995, consisting of ss. 620.81001-620.9902. (2) “Business” means any trade, occupation, profession, or investment activity. (3) “Debtor in bankruptcy” means a person who is the subject of: (a) An order for relief under Title 11, United States Code, or a comparable order under […]
620.8102 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; or (c) Has reason to know the fact exists from all other facts known to the person at […]
620.8103 Effect of partnership agreement; nonwaivable provisions.— (1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: […]
620.8104 Supplemental principles of law.— (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 rate is that specified in s. 687.01. History.—s. 13, ch. 95-242.
620.8105 Execution, filing, and recording of partnership registration and other statements.— (1) A partnership may file a partnership registration statement with the Department of State, which must include: (a) The name of the partnership, which is filed for purpose of public notice only and creates no presumption of ownership beyond that which is created under the common law […]
620.81054 Correcting a filed record.— (1) A partnership or limited liability partnership may correct a document filed by the Department of State within 30 days after filing if: (a) The document contains an inaccuracy; (b) The document contains false, misleading, or fraudulent information; (c) The document was defectively executed, attested, sealed, verified, or acknowledged; or (d) The electronic transmission of the […]
620.81055 Fees for filing documents and issuing certificates; powers of the Department of State.— (1) The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing: (a) Partnership registration statement: $50. (b) Statement of partnership authority: $25. (c) Statement of denial: $25. (d) Statement of dissociation: $25. (e) Statement […]
620.8106 Governing law.— (1) Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among partners and between the partners and a partnership. (2) The law of this state governs relations among the partners and between the partners and the partnership and the liability of […]
620.8107 Partnership subject to amendment or repeal of act.—A partnership governed by this act is subject to any amendment to or repeal of this act. History.—s. 13, ch. 95-242.
620.8201 Partnership as entity.— (1) A partnership is an entity distinct from its partners. (2) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under s. 620.9001. History.—s. 13, ch. 95-242; s. 6, ch. 99-285.
620.8202 Formation of partnership.— (1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed under a statute, other than this act, a predecessor statute, or a comparable […]
620.8203 Partnership property.—Property acquired by a partnership is property of the partnership and not of the partners individually. History.—s. 13, ch. 95-242.
620.8204 When property is partnership property.— (1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of […]
620.8301 Partner agent of partnership.—Subject to the effect of a statement of partnership authority under s. 620.8303: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course of partnership […]
620.8302 Transfer of partnership property.— (1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (b) Partnership property held in the name […]
620.8303 Statement of partnership authority.— (1) A partnership may file a statement of partnership authority, which: (a) Must include the name of the partnership, as identified in the records of the Department of State, and the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership. (b) May also state […]
620.8304 Statement of denial.— (1) A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an agent pursuant to s. 620.8105(1)(c) may file a statement of denial stating: (a) The name of the partnership, as identified in the records of the Department of State; and […]
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. […]
