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 […]
620.8806 – Partner’s liability to other partners after dissolution.
620.8806 Partner’s liability to other partners after dissolution.— (1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner’s share of any partnership liability incurred under s. 620.8804. (2) A partner who, with knowledge of the dissolution, incurs a partnership liability under s. 620.8804(2) by […]
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 […]
620.8914 – Filings required for conversion; effective date.
620.8914 Filings required for conversion; effective date.— (1) After a plan of conversion is approved: (a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. 620.8105, which must include: 1. A statement […]
620.8915 – Effect of conversion.
620.8915 Effect of conversion.— (1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) Title to all real estate and other property, or any interest therein, owned by the converting organization at the time of its conversion remains vested […]
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 […]