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The Florida Senate

2019 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 620 PARTNERSHIP LAWS Entire Chapter
SECTION 8105
Execution, filing, and recording of partnership registration and other statements.
F.S. 620.8105
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 and which shall be recorded by the Department of State without regard to any other name recordation.
(b) The street address of the chief executive office of the partnership and the street address of the principal office of the partnership in this state, if there is one.
(c)1. The names and mailing addresses of all partners of the partnership; or
2. The name and street address of an agent in this state appointed and maintained by the partnership, who shall maintain a list of the names and mailing addresses of all of the partners of the partnership and, on request for good cause shown, shall make the list available to any person at an office open from at least 10 a.m. to 12 noon each day, except Saturdays, Sundays, and legal holidays.
(d) Pursuant to s. 119.092, the partnership’s federal employer identification number.
(e) The name and recorded document number in this state of a partner or agent named pursuant to subparagraph (c)2. that is a person other than an individual.
(2) The Department of State shall file a partnership registration statement under subsection (1) without regard to the use of the same or a similar name by another partnership registered or other entity organized or qualified in this state. The use of a partnership name in a registration statement filed with the Department of State is for the purpose of public notice only and does not create a presumption of ownership of the name used beyond that acquired under the common law.
(3) Each partner of a registered partnership, and any agent named pursuant to subparagraph (1)(c)2. that is a legal or other commercial entity, and not an individual, must:
(a) Be organized or otherwise registered with the Department of State as required by law.
(b) Maintain an active status with the Department of State.
(c) Not be dissolved, revoked, canceled, or withdrawn.
(4) Except as provided in s. 620.8304 or s. 620.8704, a statement or a certificate of conversion or certificate of merger may be filed with the Department of State only if the partnership has filed a registration statement pursuant to subsection (1). If otherwise sufficient, a certified copy of a statement that is filed in a jurisdiction other than this state may be filed with the Department of State in lieu of an original statement. Any such filing has the effect provided in this act with respect to partnership property located in, or transactions that occur in, this state.
(5) A partnership registration statement or other statement or a certificate of merger or certificate of conversion delivered to the Department of State for filing, which may be accomplished by electronic filing pursuant to s. 15.16, must be typewritten or legibly printed in the English language. A registration statement or other statement, or a certificate of merger or certificate of conversion, may specify a delayed effective time and, if so specified, such filing shall become effective at the delayed time and date specified. If a delayed effective date, but no time, is specified, the filing shall become effective at the close of business on the delayed effective date. Unless otherwise permitted by this chapter, a delayed effective date for a document to be filed may not be later than the 90th day after the date on which the document is filed.
(6) A registration statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this act. The execution of a statement by an individual as, or on behalf of, a partner or other person named as a partner in a filing constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
(7) A partnership may amend or cancel its registration statement, and a person authorized by this act to file a statement of partnership authority, a statement of denial, a statement of dissociation, a statement of dissolution, a certificate of merger, a certificate of conversion, a statement of qualification, or a statement of foreign qualification may amend or cancel such document, by filing an amendment or cancellation that:
(a) Identifies the partnership and the statement or certificate being amended or canceled.
(b) States the substance of what is being amended or canceled.
(8) A certified copy of a statement or certificate that has been filed with the Department of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement or certificate filed with the Department of State does not have the effect provided for recorded statements in this act.
(9) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person who is not a partner.
(10) If a document is determined by the Department of State to be incomplete and inappropriate for filing, the Department of State shall return the document to the person or entity filing it within 15 days after the document was received for filing, together with a brief written explanation of the reason for the refusal to file the document. If the applicant returns the document with corrections in accordance with the rules of the Department of State within 60 days after it was mailed to the applicant by the Department of State and, if at the time of return the applicant so requests in writing, the filing date of the document will be the filing date that would have been applied had the original document not been deficient, except as to persons who relied on the record before correction and were adversely affected thereby.
(11) After filing a document, the Department of State shall send a notice of the filing to all electronic mail addresses on file for the partnership or limited liability partnership, or the agent of such partnership, or send a copy of the document to the mailing address of such partnership or agent. If the record changes the electronic mail address of the partnership or limited liability partnership, the Department of State must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the partnership or limited liability partnership, the Department of State must send such notice to the new mailing address and the most recent mailing address.
History.—s. 13, ch. 95-242; s. 3, ch. 99-285; s. 19, ch. 2005-267; s. 13, ch. 2008-187; s. 9, ch. 2018-58.