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 […]
620.8803 – Right to wind up partnership business.
620.8803 Right to wind up partnership business.— (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but, upon application of any partner, partner’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up. (2) The legal representative of the last […]
620.8804 – Partner’s power to bind partnership after dissolution.
620.8804 Partner’s power to bind partnership after dissolution.—Subject to s. 620.8805, a partnership is bound by a partner’s act after dissolution which: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under s. 620.8301 before dissolution if any other party to the transaction did not have notice of the dissolution. History.—s. […]
620.8805 – Statement of dissolution.
620.8805 Statement of dissolution.— (1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating: (a) The name of the partnership, as identified in the records of the Department of State; and (b) That the partnership has dissolved and is winding up its business. (2) A statement of dissolution cancels a filed statement of […]