HB 0595

1	A bill to be entitled
2	An act relating to business entities; creating ss.
3	607.1112-607.1115, F.S.; providing definitions,
4	requirements, criteria, and procedures for conversion of a
5	domestic corporation into another business entity;
6	providing for certificates of conversion; providing for
7	effect of conversion; providing definitions, requirements,
8	criteria, and procedures for conversion of another
9	business entity into a domestic corporation; amending ss.
10	607.1302, 608.407, and 608.4225, F.S., to conform;
11	creating ss. 608.4351-608.43595, F.S.; providing for
12	appraisals of interests in certain limited liability
13	companies; providing definitions; providing requirements,
14	criteria, and procedures for appraisals; providing for
15	appraisal rights of company members; providing for
16	assertion of appraisal rights by nominees and beneficial
17	owners; providing for notice of appraisal rights;
18	providing for notice of intent to demand payment;
19	providing for a written appraisal notice and form;
20	providing for perfection of appraisal rights; providing a
21	right to withdraw; providing for a member's acceptance of
22	certain offers; providing procedures for members
23	dissatisfied with company offers; providing for court
24	action to determine fair value of certain demands for
25	payment under certain circumstances; providing for award
26	of court costs and attorney fees; providing limitations on
27	payments by limited liability companies under certain
28	circumstances; amending ss. 608.438, 608.4381, 608.4382,
29	608.4383, and 608.439, F.S., to conform; creating ss.
30	608.4401-608.4404, F.S.; providing definitions,
31	requirements, criteria, and procedures for conversion of a
32	domestic limited liability company into another business
33	entity; requiring a plan of conversion; requiring certain
34	actions on a plan of conversion; providing for
35	certificates of conversion; providing for effects of
36	conversion; amending s. 608.452, F.S., to conform;
37	amending ss. 617.0302 and 617.1107, F.S., to conform;
38	creating ss. 620.1101-620.2205, F.S.; revising the Florida
39	Revised Uniform Limited Liability Company Act; providing a
40	popular name; providing definitions; specifying conditions
41	of knowledge and notice; providing for nature, purpose,
42	and duration of limited partnerships; providing powers of
43	limited partnerships; specifying the governing law
44	relating to limited partnerships; providing supplemental
45	principles of law; providing for application of certain
46	rates of interest under certain circumstances; providing
47	for names of limited partnerships; specifying certain fees
48	of the Department of State for certain purposes; providing
49	for effect of partnership agreements; providing for
50	nonwaivable provisions; requiring limited partnerships to
51	maintain certain required information; authorizing certain
52	business transactions of partners with a partnership;
53	providing for dual capacity of certain persons; requiring
54	a designated office, registered office, and registered
55	agent of a limited partnership; providing for change of
56	designated office, registered office, or registered agent;
57	providing for resignation of a registered agent; providing
58	for service of process for certain purposes; providing for
59	consent and proxies of partners; providing for formation
60	of limited partnerships; providing for a certificate of
61	limited partnership; providing for amendment or
62	restatement of a certificate of partnership; providing for
63	a certificate of dissolution; providing for a statement of
64	termination; requiring certain records to be signed;
65	providing for signing and filing of certain records
66	pursuant to court order; providing for delivery to and
67	filing of certain records by the Department of State;
68	providing for effective dates and times of certain records
69	and filings; providing for correcting certain filed
70	records; providing for liability for false information in
71	filed records; providing for a certificate of status;
72	requiring delivery of annual reports to the department;
73	providing conditions for becoming a partner; specifying
74	absence of right or power of a limited partner to bind a
75	limited partnership; providing for approval of certain
76	rights; specifying absence of liability of limited partner
77	for limited partnership obligations; specifying rights of
78	limited partners and former limited partners to certain
79	information; specifying limited duties of limited
80	partners; specifying conditions of liability or lack of
81	liability on the part of certain persons for certain
82	partnership obligations under certain circumstances;
83	specifying conditions for becoming a general partner;
84	specifying a general partner as an agent for the limited
85	partnership; specifying liability of limited partnership
86	for certain actions of general partners; providing for
87	liability of general partners; specifying certain actions
88	by and against limited partnerships and general partners;
89	specifying management rights of general partners;
90	providing certain approval rights of other partners;
91	specifying the right of general partners and former
92	general partners to certain information; providing general
93	standards of conduct for general partners; providing for
94	form of certain contributions by partners; providing for
95	liability for certain contributions; providing for sharing
96	of profits, losses, and distributions; providing for
97	interim distributions; specifying absence of right to
98	receive a distribution upon dissociation; providing for
99	distributions in kind; providing certain rights to
100	distributions; providing limitations on distributions;
101	providing for liability for certain improper
102	distributions; providing for dissociation as limited
103	partner under certain circumstances; providing for effect
104	of dissociation as limited partner; providing for
105	dissociation as general partner; specifying a person's
106	power to dissociate as general under certain
107	circumstances; specifying conditions and liability of
108	wrongful dissociation; providing for effect of
109	dissociation as general partner; providing to a
110	dissociated general partner a power to bind and liability
111	to a partnership before dissolution of the partnership;
112	providing for certain liability of dissociated general
113	partners; providing for a partner's transferable interest;
114	providing for transfers of partner's transferable
115	interest; providing rights of creditors of partners and
116	transferees; providing for powers of estates of deceased
117	partners; providing for nonjudicial dissolution of limited
118	partnerships; providing for judicial dissolutions;
119	providing for winding up activities of a limited
120	partnership; providing for a power of a general partner
121	and dissociated general partners to bind a partnership
122	after dissolution; providing for liability of certain
123	persons to the partnership after dissolution; providing
124	for disposition of known claims against dissolved limited
125	partnerships; providing for filing certain unknown claims
126	against dissolved limited partnerships; providing for
127	liability of certain persons for certain barred claims
128	against a limited partnership; providing for
129	administrative dissolution; providing for reinstatement
130	after administrative dissolution; providing for appeals
131	from reinstatement denials; providing for revocation of
132	dissolution; providing for disposition of assets upon
133	winding up of activities of a limited partnership;
134	specifying when contributions are required; specifying the
135	governing law relating to foreign limited partnerships;
136	providing for applications for certificates of authority
137	for foreign limited partnerships; specifying certain
138	activities as not constituting transacting business by a
139	foreign limited partnership; providing for filing a
140	certificate of authority for foreign limited partnerships
141	to transact business; prohibiting a foreign limited
142	partnership from obtaining a certificate of authority for
143	a noncomplying name; providing for revocation of a
144	certificate of authority for foreign limited partnerships;
145	providing for cancellation of a certificate of authority
146	for a foreign limited partnership; providing for effect of
147	failure to have a certificate; authorizing the Attorney
148	General to bring actions to restrain foreign limited
149	partnerships from transacting business under certain
150	circumstances; providing for reinstatement after
151	administrative revocation; providing for amending a
152	certificate of authority; providing for direct actions by
153	a partner against a limited partnership or another partner
154	under certain circumstances; authorizing partners to
155	maintain derivative actions for certain purposes;
156	specifying proper plaintiff in derivative actions;
157	specifying contents of certain pleadings; specifying
158	distribution of proceeds in derivative actions; providing
159	for court award of expenses and attorney fees under
160	certain circumstances; providing definitions; providing
161	for conversion of an organization to a limited partnership
162	or a limited partnership to another organization;
163	requiring a plan of conversion; specifying certain actions
164	on a plan of conversion; requiring a certificate of
165	conversion; specifying certain required filings with the
166	Department of State for a conversion; providing for effect
167	of conversion; providing for a merger of a limited
168	partnership with certain organizations; requiring a plan
169	of merger; specifying certain actions on a plan of merger;
170	requiring a certificate of merger; specifying certain
171	required filings for a merger; providing for effect of
172	merger; providing restrictions on approval of conversions
173	and mergers; providing for liability of a general partner
174	after conversion or merger; providing for power of certain
175	persons to bind an organization after conversion or
176	merger; providing for appraisals of interests in certain
177	limited partnerships; providing definitions; providing for
178	appraisal rights of limited partners; providing for
179	assertion of appraisal rights by nominees and beneficial
180	owners; providing for notice of appraisal rights;
181	providing for notice of intent to demand payment;
182	providing for a written appraisal notice and form;
183	providing for perfection of appraisal rights; providing a
184	right to withdraw; providing for a limited partner's
185	acceptance of certain offers; providing procedures for
186	limited partners dissatisfied with limited partnership
187	offers; providing for court action to determine fair value
188	of certain demands for payment under certain
189	circumstances; providing for award of court costs and
190	attorney fees; providing limitations on payments by
191	limited partnerships under certain circumstances;
192	providing for application of laws to provisions governing
193	conversions and mergers; providing for uniformity of
194	application and construction; providing severability;
195	providing for application to the Electronic Signatures in
196	Global and National Commerce Act; providing for
197	application to existing business entities; amending ss.
198	620.8103 and 620.8404, F.S., to conform; amending s.
199	620.8105, F.S.; providing requirements for partnership
200	registration statements, certificates of merger or
201	conversion, and amended partnership registrations and
202	certificates of merger or conversion; amending s.
203	620.81055, F.S.; providing a fee for a certificate of
204	conversion; creating ss. 620.8911-620.8923, F.S.;
205	providing definitions; providing for conversion of certain
206	organizations to a partnership or a partnership to another
207	organization; providing requirements, criteria, and
208	procedures for conversions; requiring a plan of
209	conversion; requiring certain actions by a converting
210	partnership on a plan of conversion; specifying certain
211	required filings with the Department of State for a
212	conversion; providing for effect of conversion; providing
213	for a merger of a partnership with certain organizations;
214	providing requirements, criteria, and procedures for
215	mergers; requiring a plan of merger; specifying certain
216	actions by a constituent partnership on a plan of merger;
217	specifying certain requiring filings with the Department
218	of State for a merger; providing for effect of merger;
219	providing restrictions on approval of conversions and
220	mergers; providing for liability of partners after
221	conversion or merger; providing for power of certain
222	persons to bind an organization after conversion or
223	merger; providing construction relating to application of
224	other laws to conversions and mergers; amending s.
225	620.9104, F.S.; specifying additional activities not
226	constituting transacting business; repealing s. 608.4384,
227	F.S., relating to rights of members of limited liability
228	companies dissenting to a merger; repealing ss. 620.101,
229	620.102, 620.103, 620.105, 620.1051, 620.106, 620.107,
230	620.108, 620.109, 620.112, 620.113, 620.114, 620.115,
231	620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
232	620.124, 620.125, 620.126, 620.127, 620.128, 620.129,
233	620.132, 620.133, 620.134, 620.135, 620.136, 620.137,
234	620.138, 620.139, 620.142, 620.143, 620.144, 620.145,
235	620.146, 620.147, 620.148, 620.149, 620.152, 620.153,
236	620.154, 620.155, 620.156, 620.157, 620.158, 620.159,
237	620.162, 620.163, 620.164, 620.165, 620.166, 620.167,
238	620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
239	620.176, 620.177, 620.178, 620.179, 620.182, 620.1835,
240	620.184, 620.185, 620.186, 620.187, 620.192, 620.201,
241	620.202, 620.203, 620.204, and 620.205, F.S., relating to
242	the Florida Revised Uniform Limited Partnership Act(1986);
243	repealing ss. 620.8901, 620.8902, 620.8903, 620.8904,
244	620.8905, 6210.8906, 620.8907, and 620.8908, F.S.,
245	relating to conversions of partnerships and limited
246	partnerships under the Revised Uniform Partnership Act of
247	1995; providing effective dates.
248
249	Be It Enacted by the Legislature of the State of Florida:
250
251	Section 1.  Sections 607.1112, 607.1113, 607.1114, and
252	607.1115, Florida Statutes, are created to read:
253	607.1112  Conversion of domestic corporation into another
254	business entity.--
255	(1)  As used in this section and ss. 607.1113 and 607.1114,
256	the term "another business entity" or "other business entity"
257	means a limited liability company; a not-for-profit corporation;
258	a common law or business trust or association; a real estate
259	investment trust; a general partnership, including a limited
260	liability partnership; a limited partnership, including a limited
261	liability limited partnership; or any other domestic or foreign
262	entity that is organized under a governing law or other
263	applicable law, provided such term shall not include a
264	corporation and shall not include any entity that has not been
265	organized for profit.
266	(2)  Pursuant to a plan of conversion complying with and
267	approved in accordance with this section, a domestic corporation
268	may convert to another business entity organized under the laws
269	of this state or any other state, the United States, a foreign
270	country, or other foreign jurisdiction, if:
271	(a)  The domestic corporation converting to the other
272	business entity complies with the applicable provisions of this
273	chapter.
274	(b)  The conversion is permitted by the laws of the
275	jurisdiction that enacted the applicable laws under which the
276	other business entity is governed and the other business entity
277	complies with such laws in effecting the conversion.
278	(3)  The plan of conversion shall set forth:
279	(a)  The name of the domestic corporation and the name and
280	jurisdiction of organization of the other business entity to
281	which the domestic corporation is to be converted.
282	(b)  The terms and conditions of the conversion, including
283	the manner and basis of converting the shares, obligations, or
284	other securities, or rights to acquire shares, obligations, or
285	other securities, of the domestic corporation into the
286	partnership interests, limited liability company interests,
287	obligations, or other securities of the other business entity,
288	including any rights to acquire any such interests, obligations,
289	or other securities, or, in whole or in part, into cash or other
290	consideration.
291	(c)  All statements required to be set forth in the plan of
292	conversion by the laws under which the other business entity is
293	governed.
294	(4)  The plan of conversion shall include, or have attached
295	to it, the articles, certificate, registration, or other
296	organizational document by which the other business entity has
297	been or will be organized under its governing laws.
298	(5)  The plan of conversion may also set forth any other
299	provisions relating to the conversion.
300	(6)  The plan of conversion shall be adopted and approved by
301	the board of directors and shareholders of a domestic corporation
302	in the same manner as a merger of a domestic corporation under s.
303	607.1103. Notwithstanding such requirement, if the other business
304	entity is a partnership or limited partnership, no shareholder of
305	the converting domestic corporation shall, as a result of the
306	conversion, become a general partner of the partnership or
307	limited partnership, unless such shareholder specifically
308	consents in writing to becoming a general partner of such
309	partnership or limited partnership and, unless such written
310	consent is obtained from each such shareholder, such conversion
311	shall not become effective under s. 607.1114. Any shareholder
312	providing such consent in writing shall be deemed to have voted
313	in favor of the plan of conversion pursuant to which the
314	shareholder became a general partner.
315	(7)  Section 607.1103 and ss. 607.1301-607.1333 shall,
316	insofar as they are applicable, apply to a conversion of a
317	domestic corporation into another business entity in accordance
318	with this chapter.
319	607.1113  Certificate of conversion.--
320	(1)  After a plan of conversion is approved by the board of
321	directors and shareholders of a converting domestic corporation,
322	such corporation shall deliver to the Department of State for
323	filing a certificate of conversion which shall be executed by the
324	domestic corporation as required by s. 607.0120 and shall set
325	forth:
326	(a)  A statement that the domestic corporation has been
327	converted into another business entity in compliance with this
328	chapter and that the conversion complies with the applicable laws
329	governing the other business entity.
330	(b)  A statement that the plan of conversion was approved by
331	the converting domestic corporation in accordance with this
332	chapter and, if applicable, a statement that the written consent
333	of each shareholder of such domestic corporation who, as a result
334	of the conversion, becomes a general partner of the surviving
335	entity has been obtained pursuant to s. 607.1112(6).
336	(c)  The effective date of the conversion, which, subject to
337	the limitations in s. 607.0123(2), may be on or after the date of
338	filing the certificate of conversion but shall not be different
339	than the effective date of the conversion under the laws
340	governing the other business entity into which the domestic
341	corporation has been converted.
342	(d)  The address, including street and number, if any, of
343	the principal office of the other business entity under the laws
344	of the state, country, or jurisdiction in which such other
345	business entity was organized.
346	(e)  If the other business entity is a foreign entity and is
347	not authorized to transact business in this state, a statement
348	that the other business entity appoints the Secretary of State as
349	its agent for service of process in a proceeding to enforce
350	obligations of the converting domestic corporation, including any
351	appraisal rights of shareholders of the converting domestic
352	corporation under ss. 607.1301-607.1333 and the street and
353	mailing address of an office which the Department of State may
354	use for purposes of s. 607.1114(4).
355	(f)  A statement that the other business entity has agreed
356	to pay any shareholders having appraisal rights the amount to
357	which they are entitled under ss. 607.1301-607.1333.
358	(2)  A copy of the certificate of conversion, certified by
359	the Department of State, may be filed in the official records of
360	any county in this state in which the converting domestic
361	corporation holds an interest in real property.
362	607.1114  Effect of conversion of domestic corporation into
363	another business entity.--When a conversion becomes effective:
364	(1)  A domestic corporation that has been converted into
365	another business entity pursuant to this chapter is for all
366	purposes the same entity that existed before the conversion.
367	(2)  The title to all real property and other property, or
368	any interest therein, owned by the domestic corporation at the
369	time of its conversion into the other business entity remains
370	vested in the converted entity without reversion or impairment by
371	operation of this chapter.
372	(3)  The other business entity into which the domestic
373	corporation was converted shall continue to be responsible and
374	liable for all the liabilities and obligations of the converting
375	domestic corporation, including liability to any shareholders
376	having appraisal rights under ss. 607.1301-607.1333 with respect
377	to such conversion.
378	(4)  Any claim existing or action or proceeding pending by
379	or against any domestic corporation that is converted into
380	another business entity may be continued as if the conversion
381	did not occur. If the converted entity is a foreign entity, it
382	shall be deemed to have consented to the jurisdiction of the
383	courts of this state to enforce any obligation of the converting
384	domestic corporation if, before the conversion, the converting
385	domestic corporation was subject to suit in this state on the
386	obligation. A converted entity that is a foreign entity and not
387	authorized to transact business in this state shall appoint the
388	Department of State as its agent for service of process for
389	purposes of enforcing an obligation under this subsection,
390	including any appraisal rights of shareholders under ss.
391	607.1301-607.1333 to the extent applicable to the conversion.
392	Service on the Department of State under this subsection shall
393	be made in the same manner and with the same consequences as
394	under s. 48.141.
395	(5)  Neither the rights of creditors nor any liens upon the
396	property of a domestic corporation that is converted into another
397	business entity under this chapter shall be impaired by such
398	conversion.
399	(6)  The shares, obligations, and other securities, or
400	rights to acquire shares, obligations, or other securities, of
401	the domestic corporation shall be converted into the partnership
402	interests, limited liability company interests, obligations, or
403	other securities of the other business entity, including any
404	rights to acquire any such interests, obligations, or other
405	securities, or, in whole or in part, into cash, or other
406	consideration, as provided in the plan of conversion. The former
407	shareholders of the converting domestic corporation shall be
408	entitled only to the rights provided in the plan of conversion
409	and to their appraisal rights, if any, under ss. 607.1301-
410	607.1333 or other applicable law.
411	607.1115  Conversion of another business entity to a
412	domestic corporation.--
413	(1)  As used in this section, the term "other business
414	entity" means a limited liability company; a common law or
415	business trust or association; a real estate investment trust; a
416	general partnership, including a limited liability partnership; a
417	limited partnership, including a limited liability limited
418	partnership; or any other domestic or foreign entity that is
419	organized under a governing law or other applicable law, provided
420	such term shall not include a corporation and shall not include
421	any entity that has not been organized for profit.
422	(2)  Any other business entity may convert to a domestic
423	corporation if the conversion is permitted by the laws of the
424	jurisdiction that enacted the applicable laws governing the other
425	business entity and the other business entity complies with such
426	laws and the requirements of this section in effecting the
427	conversion. The other business entity shall file with the
428	Department of State in accordance with s. 607.0120:
429	(a)  A certificate of conversion that has been executed in
430	accordance with s. 607.0120.
431	(b)  Articles of incorporation that comply with s. 607.0202
432	and have been executed in accordance with s. 607.0120.
433	(3)  The certificate of conversion shall state:
434	(a)  The date on which, and the jurisdiction in which, the
435	other business entity was first organized and, if the entity has
436	changed, its jurisdiction immediately prior to its conversion.
437	(b)  The name of the other business entity immediately prior
438	to the filing of the certificate of conversion to a corporation.
439	(c)  The name of the corporation as set forth in its
440	articles of incorporation filed in accordance with subsection
441	(2).
442	(d)  The delayed effective date or time, which, subject to
443	the limitations in s. 607.0123(2),  shall be a date or time
444	certain, of the conversion if the conversion is not to be
445	effective upon the filing of the certificate of conversion and
446	the articles of incorporation, provided such delayed effective
447	date may not be different than the effective date and time of the
448	articles of incorporation.
449	(4)  Upon the filing with the Department of State of the
450	certificate of conversion and the articles of incorporation, or
451	upon the delayed effective date or time of the certificate of
452	conversion and the articles of incorporation, the other business
453	entity shall be converted into a domestic corporation and the
454	corporation shall thereafter be subject to all of the provisions
455	of this chapter, except notwithstanding s. 607.0123, the
456	existence of the corporation shall be deemed to have commenced
457	when the other business entity commenced its existence in the
458	jurisdiction in which the other business entity was first
459	organized.
460	(5)  The conversion of any other business entity into a
461	domestic corporation shall not affect any obligations or
462	liabilities of the other business entity incurred prior to its
463	conversion to a domestic corporation or the personal liability of
464	any person incurred prior to such conversion.
465	(6)  When any conversion becomes effective under this
466	section, for all purposes of the laws of this state, all of the
467	rights, privileges, and powers of the other business entity that
468	has been converted, and all property, real, personal, and mixed,
469	and all debts due to such other business entity, as well as all
470	other things and causes of action belonging to such other
471	business entity, shall be vested in the domestic corporation into
472	which it was converted and shall thereafter be the property of
473	the domestic corporation as they were of the other business
474	entity. Without limiting this provision, title to any real
475	property, or any interest therein, vested by deed or otherwise in
476	such other business entity at the time of conversion shall remain
477	vested in the converted entity without reversion or impairment by
478	operation of this chapter. All rights of creditors and all liens
479	upon any property of such other business entity shall be
480	preserved unimpaired, and all debts, liabilities, and duties of
481	such other business entity shall thenceforth attach to the
482	domestic corporation into which it was converted and may be
483	enforced against the domestic corporation to the same extent as
484	if said debts, liabilities, and duties had been incurred or
485	contracted by the domestic corporation.
486	(7)  Unless otherwise agreed, or as required under
487	applicable laws of states other than this state, the converting
488	entity shall not be required to wind up its affairs or pay its
489	liabilities and distribute its assets and the conversion shall
490	not constitute a dissolution of such entity and shall constitute
491	a continuation of the existence of the converting entity in the
492	form of a domestic corporation.
493	(8)  Prior to filing a certificate of conversion with the
494	Department of State, the conversion shall be approved in the
495	manner provided for by the document, instrument, agreement, or
496	other writing, as the case may be, governing the internal affairs
497	of the other business entity or by other applicable law, as
498	appropriate, and the articles of incorporation and bylaws of the
499	corporation shall be approved by the same authorization required
500	to approve the conversion. As part of such an approval, a plan of
501	conversion or other record may describe the manner and basis of
502	converting the partnership interests, limited liability company
503	interests, obligations, or securities of, or other interests or
504	rights in, the other business entity, including any rights to
505	acquire any such interests, obligations, securities, or other
506	rights, into shares of the domestic corporation, or rights to
507	acquire shares, obligations, securities, or other rights, or, in
508	whole or in part, into cash or other consideration. Such a plan
509	or other record may also contain other provisions relating to the
510	conversion, including without limitation the right of the other
511	business entity to abandon a proposed conversion, or an effective
512	date for the conversion that is not inconsistent with paragraph
513	(2)(d).
514	Section 2.  Paragraph (a) of subsection (1) of section
515	607.1302, Florida Statutes, is amended to read:
516	607.1302  Right of shareholders to appraisal.--
517	(1)  A shareholder of a domestic corporation is entitled to
518	appraisal rights, and to obtain payment of the fair value of
519	that shareholder's shares, in the event of any of the following
520	corporate actions:
521	(a)  Consummation of a conversion of such corporation
522	pursuant to s. 607.1112 if shareholder approval is required for
523	the conversion and the shareholder is entitled to vote on the
524	conversion under ss. 607.1103 and 607.1112(6), or the
525	consummation of a merger to which such the corporation is a
526	party if shareholder approval is required for the merger under
527	by s. 607.1103 and the shareholder is entitled to vote on the
528	merger or if such the corporation is a subsidiary and the merger
529	is governed by s. 607.1104;
530	Section 3.  Subsections (1) and (5) of section 608.407,
531	Florida Statutes, are amended, and subsection (6) is added to
532	said section, to read:
533	608.407  Articles of organization.--
534	(1)  In order to form a limited liability company, articles
535	of organization of a limited liability company shall be executed
536	and filed with the Department of State by one or more members or
537	authorized representatives of the limited liability company. The
538	articles of organization shall set forth:
539	(a)  The name of the limited liability company.
540	(b)  The mailing address and the street address of the
541	principal office of the limited liability company.
542	(c)  The name and street address of its initial registered
543	agent for service of process in the state. The articles of
544	organization shall include or be accompanied by the written
545	statement required by s. 608.415.
546	(d)  Any other matters that the members elect to include in
547	the articles of organization.
548	(5)  The fact that articles of organization are on file
549	with the Department of State is notice that the entity formed in
550	connection with the filing of the articles of organization is a
551	limited liability company formed under the laws of this state
552	and is notice of all other facts set forth in the articles of
553	organization. If the articles of organization contain any
554	information described in subsections (4) and (6), the articles
555	of organization shall be deemed notice of that information as
556	well, provided, if such information has been added or changed by
557	an amendment or restatement of the articles of organization, the
558	articles of organization shall not be deemed notice of such fact
559	until 90 days after the effective date of such amendment or
560	restatement.
561	(6)  The articles of organization may also, but need not,
562	identify one or more persons authorized to serve as a manager or
563	managing member and may describe any limitations upon the
564	authority of a manager or managing member, provided a provision
565	in the articles of organization limiting the authority of a
566	manager or managing member to transfer real property held in the
567	name of the limited liability company is not notice of the
568	limitation, to a person who is not a member or manager of the
569	limited liability company, unless the limitation appears in an
570	affidavit, certificate, or other instrument that bears the name
571	of the limited liability company and is recorded in the office
572	for recording transfers of such real property.
573	Section 4.  Paragraph (a) of subsection (1) of section
574	608.4225, Florida Statutes, is amended to read:
575	608.4225  General standards for managers and managing
576	members.--
577	(1)  Subject to ss. 608.4226 and 608.423, each manager and
578	managing member shall owe a duty of loyalty and a duty of care
579	to the limited liability company and all of the members of the
580	limited liability company.
581	(a)  Subject to s. 608.4226, the duty of loyalty is limited
582	to includes, without limitation:
583	1.  Accounting to the limited liability company and holding
584	as trustee for the limited liability company any property,
585	profit, or benefit derived by such manager or managing member in
586	the conduct or winding up of the limited liability company
587	business or derived from a use by such manager or managing
588	member of limited liability company property, including the
589	appropriation of a limited liability company opportunity.
590	2.  Refraining from dealing with the limited liability
591	company in the conduct or winding up of the limited liability
592	company business as or on behalf of a party having an interest
593	adverse to the limited liability company.
594	3.  Refraining from competing with the limited liability
595	company in the conduct of the limited liability company business
596	before the dissolution of the limited liability company.
597	Section 5.  Sections 608.4351, 608.4352, 608.4353,
598	608.4354, 608.4355, 608.4356, 608.4357, 608.43575, 608.4358,
599	608.43585, 608.4359, and 608.43595, Florida Statutes, are
600	created to read:
601	608.4351  Appraisal rights; definitions.--The following
602	definitions apply to this section and ss. 608.4352-608.43595:
603	(1)  "Affiliate" means a person that directly or indirectly,
604	through one or more intermediaries, controls, is controlled by,
605	or is under common control with another person. For purposes of
606	s. 608.4352(2)(d), a person is deemed to be an affiliate of its
607	senior executives.
608	(2)  "Appraisal event" means an event described in s.
609	608.4352(1).
610	(3)  "Beneficial member" means a person who is the
611	beneficial owner of a membership interest held in a voting trust
612	or by a nominee on the beneficial owner's behalf.
613	(4)  "Converted entity" means the other business entity into
614	which a domestic limited liability company converts pursuant to
615	ss. 608.4401-608.4404.
616	(5)  "Fair value" means the value of the member's membership
617	interests determined:
618	(a)  Immediately before the effectuation of the appraisal
619	event to which the member objects.
620	(b)  Using customary and current valuation concepts and
621	techniques generally employed for similar businesses in the
622	context of the transaction requiring appraisal, excluding any
623	appreciation or depreciation in anticipation of the transaction
624	to which the member objects unless exclusion would be inequitable
625	to the limited liability company and its remaining members.
626	(6)  "Interest" means interest from the effective date of
627	the appraisal event to which the member objects until the date of
628	payment, at the rate of interest determined for judgments in
629	accordance with s. 55.03, determined as of the effective date of
630	the appraisal event.
631	(7)  "Limited liability company" means the domestic limited
632	liability company that issued the membership interest held by a
633	member demanding appraisal, and for matters covered in ss.
634	608.4352-608.43595, includes the converted entity in a conversion
635	or the surviving entity in a merger.
636	(8)  "Record member" means each person who is identified as
637	a member in the current list of members maintained in accordance
638	with s. 608.4101 by the limited liability company, or to the
639	extent the limited liability company has failed to maintain a
640	current list, each person that is the rightful owner of a
641	membership interest in the limited liability company. An assignee
642	of a membership interest is not a record member.
643	(9)  "Senior executive" means a manager or managing member
644	or the chief executive officer, chief operating officer, chief
645	financial officer, or anyone in charge of a principal business
646	unit or function of a limited liability company or of a manager
647	or managing member of the limited liability company.
648	(10)  "Member" means a record member or a beneficial member.
649	(11)  "Membership interest" has the same meaning set forth
650	in s. 608.402, except, if the appraisal rights of a member under
651	s. 608.4352 pertain to only a certain class or series of a
652	membership interest, the term "membership interest" means only
653	the membership interest pertaining to such class or series.
654	(12)  "Surviving entity " means the other business entity
655	into which a domestic limited liability company is merged
656	pursuant to ss. 608.438-608.4383.
657	608.4352  Right of members to appraisal.--
658	(1)  A member of a domestic limited liability company is
659	entitled to appraisal rights, and to obtain payment of the fair
660	value of that member's membership interest, in the following
661	events:
662	(a)  Consummation of a merger of such limited liability
663	company pursuant to this act and the member possessed the right
664	to vote upon the merger; or
665	(b)  Consummation of a conversion of such limited liability
666	company pursuant to this act and the member possessed the right
667	to vote upon the conversion.
668	(2)  Notwithstanding subsection (1), the availability of
669	appraisal rights shall be limited in accordance with the
670	following provisions:
671	(a)  Appraisal rights shall not be available for membership
672	interests which are:
673	1.  Listed on the New York Stock Exchange or the American
674	Stock Exchange or designated as a national market system security
675	on an interdealer quotation system by the National Association of
676	Securities Dealers, Inc.; or
677	2.  Not listed or designated as provided in subparagraph 1.
678	but are issued by a limited liability company that has at least
679	500 members and all membership interests of the limited liability
680	company, including membership interests that are limited to a
681	right to receive distributions, have a market value of at least
682	$10 million, exclusive of the value of any such interests held by
683	its managing members, managers, and other senior executives
684	owning more than 10 percent of the rights to receive
685	distributions from the limited liability company.
686	(b)  The applicability of paragraph (a) shall be determined
687	as of the date fixed to determine the members entitled to receive
688	notice of, and to vote upon, the appraisal event.
689	(c)  Paragraph (a) shall not apply, and appraisal rights
690	shall be available pursuant to subsection (1), for any members
691	who are required by the appraisal event to accept for their
692	membership interests anything other than cash or a proprietary
693	interest of an entity that satisfies the standards set forth in
694	paragraph (a) at the time the appraisal event becomes effective.
695	(d)  Paragraph (a) shall not apply, and appraisal rights
696	shall be available pursuant to subsection (1), for the holders of
697	a membership interest if:
698	1.  Any of the members' interests in the limited liability
699	company or the limited liability company's assets are being
700	acquired or converted, whether by merger, conversion, or
701	otherwise, pursuant to the appraisal event by a person, or by an
702	affiliate of a person, who:
703	a.  Is, or at any time in the 1-year period immediately
704	preceding approval of the appraisal event was, the beneficial
705	owner of 20 percent or more of those interests in the limited
706	liability company entitled to vote on the appraisal event,
707	excluding any such interests acquired pursuant to an offer for
708	all interests having such voting rights if such offer was made
709	within 1 year prior to the appraisal event for consideration of
710	the same kind and of a value equal to or less than that paid in
711	connection with the appraisal event; or
712	b.  Directly or indirectly has, or at any time in the 1-year
713	period immediately preceding approval of the appraisal event had,
714	the power, contractually or otherwise, to cause the appointment
715	or election of any senior executives; or
716	2.  Any of the members' interests in the limited liability
717	company or the limited liability company's assets are being
718	acquired or converted, whether by merger, conversion, or
719	otherwise, pursuant to the appraisal event by a person, or by an
720	affiliate of a person, who is, or at any time in the 1-year
721	period immediately preceding approval of the appraisal event was,
722	a senior executive of the limited liability company or a senior
723	executive of any affiliate of the limited liability company, and
724	that senior executive will receive, as a result of the limited
725	liability company action, a financial benefit not generally
726	available to members, other than:
727	a.  Employment, consulting, retirement, or similar benefits
728	established separately and not as part of or in contemplation of
729	the appraisal event;
730	b.  Employment, consulting, retirement, or similar benefits
731	established in contemplation of, or as part of, the appraisal
732	event that are not more favorable than those existing before the
733	appraisal event or, if more favorable, that have been approved by
734	the limited liability company; or
735	c.  In the case of a managing member or manager of the
736	limited liability company who will, during or as the result of
737	the appraisal event, become a managing member, manager, general
738	partner, or director of the surviving or converted entity or one
739	of its affiliates, those rights and benefits as a managing
740	member, manager, general partner, or director that are provided
741	on the same basis as those afforded by the surviving or converted
742	entity generally to other managing members, managers, general
743	partners, or directors of the surviving or converted entity or
744	its affiliate.
745	(e)  For the purposes of subparagraph (d)1.a. only, the term
746	"beneficial owner" means any person who, directly or indirectly,
747	through any contract, arrangement, or understanding, other than a
748	revocable proxy, has or shares the right to vote, or to direct
749	the voting of, an interest in a limited liability company with
750	respect to approval of the appraisal event, provided a member of
751	a national securities exchange shall not be deemed to be a
752	beneficial owner of an interest in a limited liability company
753	held directly or indirectly by it on behalf of another person
754	solely because such member is the recordholder of interests in
755	the limited liability company if the member is precluded by the
756	rules of such exchange from voting without instruction on
757	contested matters or matters that may affect substantially the
758	rights or privileges of the holders of the interests in the
759	limited liability company to be voted. When two or more persons
760	agree to act together for the purpose of voting such interests,
761	each member of the group formed thereby shall be deemed to have
762	acquired beneficial ownership, as of the date of such agreement,
763	of all voting interests in the limited liability company
764	beneficially owned by any member of the group.
765	(3)  A member entitled to appraisal rights under this
766	section and ss. 608.4353-608.43595 may not challenge a completed
767	appraisal event unless the appraisal event:
768	(a)  Was not effectuated in accordance with the applicable
769	provisions of this section and ss. 608.4353-608.43595, or the
770	limited liability company's articles of organization or operating
771	agreement; or
772	(b)  Was procured as a result of fraud or material
773	misrepresentation.
774	(4)  A limited liability company may modify, restrict, or
775	eliminate the appraisal rights provided in this section and ss.
776	608.4353-608.43595 in its operating agreement.
777	608.4353  Assertion of rights by nominees and beneficial
778	owners.--
779	(1)  A record member may assert appraisal rights as to fewer
780	than all the membership interests registered in the record
781	member's name that are owned by a beneficial member only if the
782	record member objects with respect to all membership interests of
783	the class or series owned by that beneficial member and notifies
784	the limited liability company in writing of the name and address
785	of each beneficial member on whose behalf appraisal rights are
786	being asserted. The rights of a record member who asserts
787	appraisal rights for only part of the membership interests of the
788	class or series held of record in the record member's name under
789	this subsection shall be determined as if the membership
790	interests to which the record member objects and the record
791	member's other membership interests were registered in the names
792	of different record members.
793	(2)  A beneficial member may assert appraisal rights as to a
794	membership interest held on behalf of the member only if such
795	beneficial member:
796	(a)  Submits to the limited liability company the record
797	member's written consent to the assertion of such rights no later
798	than the date referred to in s. 608.4356(2)(b)2.
799	(b)  Does so with respect to all membership interests of the
800	class or series that are beneficially owned by the beneficial
801	member.
802	608.4354  Notice of appraisal rights.--
803	(1)  If a proposed appraisal event is to be submitted to a
804	vote at a members' meeting, the meeting notice must state that
805	the limited liability company has concluded that members are, are
806	not, or may be entitled to assert appraisal rights under this
807	act.
808	(2)  If the limited liability company concludes that
809	appraisal rights are or may be available, a copy of ss. 608.4351-
810	608.43595 must accompany the meeting notice sent to those record
811	members entitled to exercise appraisal rights.
812	(3)  If the appraisal event is to be approved other than by
813	a members' meeting, the notice referred to in subsection (1) must
814	be sent to all members at the time that consents are first
815	solicited, whether or not consents are solicited from all
816	members, and include the materials described in s. 608.4356.
817	608.4355  Notice of intent to demand payment.--
818	(1)  If a proposed appraisal event is submitted to a vote at
819	a members' meeting, or is submitted to a member pursuant to a
820	consent vote, a member who is entitled to and who wishes to
821	assert appraisal rights with respect to any class or series of
822	membership interests:
823	(a)  Must deliver to a manager or managing member of the
824	limited liability company before the vote is taken, or within 20
825	days after receiving the notice pursuant to s. 608.4353(3) if
826	action is to be taken without a member meeting, written notice of
827	such person's intent to demand payment if the proposed appraisal
828	event is effectuated.
829	(b)  Must not vote, or cause or permit to be voted, any
830	membership interests of such class or series in favor of the
831	appraisal event.
832	(2)  A person who may otherwise be entitled to appraisal
833	rights, but who does not satisfy the requirements of subsection
834	(1), is not entitled to payment under ss. 608.4351-608.43595.
835	608.4356  Appraisal notice and form.--
836	(1)  If the proposed appraisal event becomes effective, the
837	limited liability company must deliver a written appraisal notice
838	and form required by paragraph (2)(a) to all members who
839	satisfied the requirements of s. 608.4355.
840	(2)  The appraisal notice must be sent no earlier than the
841	date the appraisal event became effective and no later than 10
842	days after such date and must:
843	(a)  Supply a form that specifies the date that the
844	appraisal event became effective and that provides for the member
845	to state:
846	1.  The member's name and address.
847	2.  The number, classes, and series of membership interests
848	as to which the member asserts appraisal rights.
849	3.  That the member did not vote for the transaction.
850	4.  Whether the member accepts the limited liability
851	company's offer as stated in subparagraph (b)4.
852	5.  If the offer is not accepted, the member's estimated
853	fair value of the membership interests and a demand for payment
854	of the member's estimated value plus interest.
855	(b)  State:
856	1.  Where the form described in paragraph (a) must be sent.
857	2.  A date by which the limited liability company must
858	receive the form, which date may not be fewer than 40 nor more
859	than 60 days after the date the appraisal notice and form
860	described in this subsection are sent, and that the member shall
861	have waived the right to demand appraisal with respect to the
862	membership interests unless the form is received by the limited
863	liability company by such specified date.
864	3.  In the case of membership interests represented by a
865	certificate, the location at which certificates for such
866	certificated membership interests must be deposited, if that
867	action is required by the limited liability company, and the date
868	by which those certificates must be deposited, which date may not
869	be earlier than the date for receiving the required form under
870	subparagraph 2.
871	4.  The limited liability company's estimate of the fair
872	value of the membership interests.
873	5.  An offer to each member who is entitled to appraisal
874	rights to pay the limited liability company's estimate of fair
875	value set forth in subparagraph 4.
876	6.  That, if requested in writing, the limited liability
877	company will provide to the member so requesting, within 10 days
878	after the date specified in subparagraph 2., the number of
879	members who return the forms by the specified date and the total
880	number of membership interests owned by them.
881	7.  The date by which the notice to withdraw under s.
882	608.4357 must be received, which date must be within 20 days
883	after the date specified in subparagraph 2.
884	(c)  Be accompanied by:
885	1.  Financial statements of the limited liability company
886	that issued the membership interests to be appraised, consisting
887	of a balance sheet as of the end of the fiscal year ending not
888	more than 15 months prior to the date of the limited liability
889	company's appraisal notice, an income statement for that year, a
890	cash flow statement for that year, and the latest available
891	interim financial statements, if any.
892	2.  A copy of ss. 608.4351-608.43595.
893	608.4357  Perfection of rights; right to withdraw.--
894	(1)  A member who wishes to exercise appraisal rights must
895	execute and return the form received pursuant to s. 608.4356(1)
896	and, in the case of certificated membership interests and if the
897	limited liability company so requires, deposit the member's
898	certificates in accordance with the terms of the notice by the
899	date referred to in the notice pursuant to s. 608.4356(2)(b)2.
900	Once a member deposits that member's certificates or, in the case
901	of uncertificated membership interests, returns the executed form
902	described in s. 608.4356(2), the member loses all rights as a
903	member, unless the member withdraws pursuant to subsection (3).
904	Upon receiving a demand for payment from a member who holds an
905	uncertificated membership interest, the limited liability company
906	shall make an appropriate notation of the demand for payment in
907	its records.
908	(2)  The limited liability company may restrict the transfer
909	of such membership interests from the date the member delivers
910	the items required by subsection (1).
911	(3)  A member who has complied with subsection (1) may
912	nevertheless decline to exercise appraisal rights and withdraw
913	from the appraisal process by so notifying the limited liability
914	company in writing by the date set forth in the appraisal notice
915	pursuant to s. 608.4356(2)(b)7. A member who fails to so withdraw
916	from the appraisal process may not thereafter withdraw without
917	the limited liability company's written consent.
918	(4)  A member who does not execute and return the form and,
919	in the case of certificated membership interests, deposit that
920	member's certificates, if so required by the limited liability
921	company, each by the date set forth in the notice described in
922	subsection (2), shall not be entitled to payment under this
923	chapter.
924	(5)  If the member's right to receive fair value is
925	terminated other than by the purchase of the membership interest
926	by the limited liability company, all rights of the member, with
927	respect to such membership interest, shall be reinstated
928	effective as of the date the member delivered the items required
929	by subsection (1), including the right to receive any intervening
930	payment or other distribution with respect to such membership
931	interest, or, if any such rights have expired or any such
932	distribution other than a cash payment has been completed, in
933	lieu thereof at the election of the limited liability company,
934	the fair value thereof in cash as determined by the limited
935	liability company as of the time of such expiration or
936	completion, but without prejudice otherwise to any action or
937	proceeding of the limited liability company that may have been
938	taken by the limited liability company on or after the date the
939	member delivered the items required by subsection (1).
940	608.43575  Member's acceptance of limited liability
941	company's offer.--
942	(1)  If the member states on the form provided in s.
943	608.4356(1) that the member accepts the offer of the limited
944	liability company to pay the limited liability company's
945	estimated fair value for the membership interest, the limited
946	liability company shall make such payment to the member within 90
947	days after the limited liability company's receipt of the items
948	required by s. 608.4357(1).
949	(2)  Upon payment of the agreed value, the member shall
950	cease to have any interest in the membership interest.
951	608.4358  Procedure if member is dissatisfied with offer.--
952	(1)  A member who is dissatisfied with the limited liability
953	company's offer as set forth pursuant to s. 608.4356(2)(b)5. must
954	notify the limited liability company on the form provided
955	pursuant to s. 608.4356(1) of the member's estimate of the fair
956	value of the membership interest and demand payment of that
957	estimate plus interest.
958	(2)  A member who fails to notify the limited liability
959	company in writing of the member's demand to be paid the member's
960	estimate of the fair value plus interest under subsection (1)
961	within the timeframe set forth in s. 608.4356(2)(b)2. waives the
962	right to demand payment under this section and shall be entitled
963	only to the payment offered by the limited liability company
964	pursuant to s. 608.4356(2)(b)5.
965	608.43585  Court action.--
966	(1)  If a member makes demand for payment under s. 608.4358
967	which remains unsettled, the limited liability company shall
968	commence a proceeding within 60 days after receiving the payment
969	demand and petition the court to determine the fair value of the
970	membership interest and accrued interest. If the limited
971	liability company does not commence the proceeding within the 60-
972	day period, any member who has made a demand pursuant to s.
973	608.4358 may commence the proceeding in the name of the limited
974	liability company.
975	(2)  The proceeding shall be commenced in the appropriate
976	court of the county in which the limited liability company's
977	principal office in this state is located or, if none, the county
978	in which its registered agent is located. If the limited
979	liability company is a foreign limited liability company without
980	a registered agent in this state, the proceeding shall be
981	commenced in the county in this state in which the principal
982	office or registered agent of the domestic limited liability
983	company was located at the time of the appraisal event.
984	(3)  All members, whether or not residents of this state,
985	whose demands remain unsettled shall be made parties to the
986	proceeding as in an action against their membership interests.
987	The limited liability company shall serve a copy of the initial
988	pleading in such proceeding upon each member party who is a
989	resident of this state in the manner provided by law for the
990	service of a summons and complaint and upon each nonresident
991	member party by registered or certified mail or by publication as
992	provided by law.
993	(4)  The jurisdiction of the court in which the proceeding
994	is commenced under subsection (2) is plenary and exclusive. If it
995	so elects, the court may appoint one or more persons as
996	appraisers to receive evidence and recommend a decision on the
997	question of fair value. The appraisers shall have the powers
998	described in the order appointing them or in any amendment to the
999	order. The members demanding appraisal rights are entitled to the
1000	same discovery rights as parties in other civil proceedings.
1001	There shall be no right to a jury trial.
1002	(5)  Each member made a party to the proceeding is entitled
1003	to judgment for the amount of the fair value of such member's
1004	membership interests, plus interest, as found by the court.
1005	(6)  The limited liability company shall pay each such
1006	member the amount found to be due within 10 days after final
1007	determination of the proceedings. Upon payment of the judgment,
1008	the member shall cease to have any interest in the membership
1009	interests.
1010	608.4359  Court costs and counsel fees.--
1011	(1)  The court in an appraisal proceeding shall determine
1012	all costs of the proceeding, including the reasonable
1013	compensation and expenses of appraisers appointed by the court.
1014	The court shall assess the costs against the limited liability
1015	company, except that the court may assess costs against all or
1016	some of the members demanding appraisal, in amounts the court
1017	finds equitable, to the extent the court finds such members acted
1018	arbitrarily, vexatiously, or not in good faith with respect to
1019	the rights provided by this chapter.
1020	(2)  The court in an appraisal proceeding may also assess
1021	the fees and expenses of counsel and experts for the respective
1022	parties, in amounts the court finds equitable:
1023	(a)  Against the limited liability company and in favor of
1024	any or all members demanding appraisal if the court finds the
1025	limited liability company did not substantially comply with ss.
1026	608.4353 and 608.4356; or
1027	(b)  Against either the limited liability company or a
1028	member demanding appraisal, in favor of any other party, if the
1029	court finds that the party against whom the fees and expenses are
1030	assessed acted arbitrarily, vexatiously, or not in good faith
1031	with respect to the rights provided by this chapter.
1032	(3)  If the court in an appraisal proceeding finds that the
1033	services of counsel for any member were of substantial benefit to
1034	other members similarly situated, and that the fees for those
1035	services should not be assessed against the limited liability
1036	company, the court may award to such counsel reasonable fees to
1037	be paid out of the amounts awarded the members who were
1038	benefited.
1039	(4)  To the extent the limited liability company fails to
1040	make a required payment pursuant to s. 608.43575, the member may
1041	sue directly for the amount owed and, to the extent successful,
1042	shall be entitled to recover from the limited liability company
1043	all costs and expenses of the suit, including attorney fees.
1044	608.43595  Limitation on limited liability company
1045	payment.--
1046	(1)  No payment shall be made to a member seeking appraisal
1047	rights if, at the time of payment, the limited liability company
1048	is unable to meet the distribution standards of s. 608.428. In
1049	such event, the member shall, at the member's option:
1050	(a)  Withdraw the notice of intent to assert appraisal
1051	rights, which shall in such event be deemed withdrawn with the
1052	consent of the limited liability company; or
1053	(b)  Retain the status as a claimant against the limited
1054	liability company and, if the limited liability company is
1055	liquidated, be subordinated to the rights of creditors of the
1056	limited liability company but have rights superior to the members
1057	not asserting appraisal rights and if it is not liquidated,
1058	retain the right to be paid for the membership interest, which
1059	right the limited liability company shall be obliged to satisfy
1060	when the restrictions of this section do not apply.
1061	(2)  The member shall exercise the option under paragraph
1062	(1)(a) or paragraph (1)(b) by written notice filed with the
1063	limited liability company within 30 days after the limited
1064	liability company has given written notice that the payment for
1065	the membership interests cannot be made because of the
1066	restrictions of this section. If the member fails to exercise the
1067	option, the member shall be deemed to have withdrawn the notice
1068	of intent to assert appraisal rights.
1069	Section 6.  Subsection (1), paragraphs (a), (d), (e), and
1070	(f) of subsection (3), and paragraph (d) of subsection (4) of
1071	section 608.438, Florida Statutes, are amended to read:
1072	608.438  Merger of limited liability company.--
1073	(1)  As used in this section and ss. 608.4381-608.4383
1074	608.4384, the term "other business entity" or "another business
1075	entity" means includes a corporation, a limited liability
1076	company, a common law or business trust or association, a real
1077	estate investment trust, a common law trust, an unincorporated
1078	business, a general partnership, including a limited liability
1079	partnership, a limited partnership, including a limited
1080	liability partnership, a limited liability company other than a
1081	limited liability company organized under the laws of this
1082	chapter, or any other domestic or foreign entity that is
1083	organized under a governing law or other formed pursuant to the
1084	requirements of applicable law.
1085	(3)  The plan of merger shall set forth:
1086	(a)  The name of each limited liability company and the
1087	name and jurisdiction of formation, organization, or
1088	incorporation of each other business entity planning to merge,
1089	and the name of the surviving or resulting limited liability
1090	company or other business entity into which each other limited
1091	liability company or other business entity plans to merge, which
1092	is, in this section and in ss. 608.4381-608.4383 608.4384,
1093	designated as the surviving entity.
1094	(d)  If a partnership is to be the surviving entity, the
1095	names and business addresses of the general partners of the
1096	surviving entity.
1097	(e)  If a limited liability company is to be the surviving
1098	entity, and management thereof is vested in one or more managers
1099	or managing members, the names and business addresses of such
1100	managers or managing members.
1101	(d)(f)  All statements required to be set forth in the plan
1102	of merger by the laws under which each other business entity
1103	that is a party to the merger is formed, organized, or
1104	incorporated.
1105	(4)  The plan of merger may set forth:
1106	(d)  A statement of, or a statement of the method of
1107	determining, the "fair value," as defined in s. 608.4351
1108	608.4384(1)(b), of an interest in any domestic limited liability
1109	company that is a party to the merger.
1110	Section 7.  Subsection (2), paragraphs (c), (d), (e), and
1111	(f) of subsection (4), and subsection (6) of section 608.4381,
1112	Florida Statutes, are amended to read:
1113	608.4381  Action on plan of merger.--
1114	(2)  In addition to the approval required by subsection
1115	(1), if the surviving entity is a partnership or limited
1116	partnership, no member of a limited liability company that is a
1117	party to the merger shall, as a result of the merger, become a
1118	general partner of such partnership or limited partnership the
1119	surviving entity unless such member specifically consents in
1120	writing to becoming a general partner of such partnership or
1121	limited partnership, the surviving entity and unless such
1122	written consent is obtained from each such member who, as a
1123	result of the merger, would become a general partner of the
1124	surviving entity, such merger shall not become effective under
1125	s. 608.4383. Any member providing such consent in writing shall
1126	be deemed to have voted in favor of the plan of merger for
1127	purposes of ss. 608.4351-608.43595 s. 608.4384.
1128	(4)  The notification required by subsection (3) shall be
1129	in writing and shall include:
1130	(c)  The statement or statements required by ss. 608.4351-
1131	608.43595 regarding availability of appraisal rights, if any, to
1132	members of the limited liability company A clear and concise
1133	statement that, if the plan of merger is effected, members
1134	dissenting therefrom may be entitled, if they comply with the
1135	provisions of s. 608.4384 regarding the rights of dissenting
1136	members, to be paid the fair value of their interests, which
1137	shall be accompanied by a copy of s. 608.4384.
1138	(d)  A statement of, or a statement of the method of
1139	determining, the "fair value," as defined in s. 608.4384(1)(b),
1140	of an interest in the limited liability company, in the case of
1141	a limited liability company in which management is not reserved
1142	to its members, as determined by the managers of such limited
1143	liability company, which statement may consist of a reference to
1144	the applicable provisions of such limited liability company's
1145	articles of organization or operating agreement that determine
1146	the fair value of an interest in the limited liability company
1147	for such purposes, and which shall constitute an offer by the
1148	limited liability company to purchase at such fair value any
1149	interests of a "dissenter," as defined in s. 608.4384(1)(a),
1150	unless and until such dissenter's right to receive the fair
1151	value of the dissenter's interests in the limited liability
1152	company is terminated pursuant to s. 608.4384(8).
1153	(d)(e)  The date on which such notification was mailed or
1154	delivered to the members.
1155	(e)(f)  Any other information concerning the plan of
1156	merger.
1157	(6)  A plan of merger may provide for the manner, if any,
1158	in which the plan of merger may be amended at any time before
1159	the effective date of the merger, except after the approval of
1160	the plan of merger by the members of a limited liability company
1161	that is a party to the merger, the plan of merger may not be
1162	amended to:
1163	(a)  Change the amount or kind of interests, partnership
1164	interests, shares, obligations, other securities, cash, rights,
1165	or any other property to be received by the members of such
1166	limited liability company in exchange for or on conversion of
1167	their interests;
1168	(b)  If the surviving entity is a limited liability
1169	company, change any term of the articles of organization or the
1170	operating agreement of the surviving entity, except for changes
1171	that otherwise could be adopted without the approval of the
1172	members of the surviving entity;
1173	(c)  If the surviving entity is not a limited liability
1174	company, change any term of the articles of incorporation or
1175	comparable governing document of the surviving entity, except
1176	for changes that otherwise could be adopted by the board of
1177	directors or comparable representatives of the surviving entity;
1178	or
1179	(d)  Change any of the terms and conditions of the plan of
1180	merger if any such change, alone or in the aggregate, would
1181	materially and adversely affect the members, or any class or
1182	group of members, of such limited liability company.
1183
1184	If an amendment to a plan of merger is made in accordance the
1185	plan and articles of merger have been filed with the Department
1186	of State, an amended certificate articles of merger executed by
1187	each limited liability company and other business entity that is
1188	a party to the merger shall be filed with the Department of
1189	State prior to the effective date of the merger.
1190	Section 8.  Section 608.4382, Florida Statutes, is amended
1191	to read:
1192	608.4382  Certificate Articles of merger.--
1193	(1)  After a plan of merger is approved by each limited
1194	liability company and each other business entity that is a party
1195	to the merger, the surviving entity shall deliver to the
1196	Department of State for filing a certificate articles of merger,
1197	which shall be executed by each limited liability company and by
1198	each other business entity as required by applicable law, and
1199	which shall set forth:
1200	(a)  The plan of merger.
1201	(b)  A statement that the plan of merger was approved by
1202	each limited liability company that is a party to the merger in
1203	accordance with the applicable provisions of this chapter, and,
1204	if applicable, a statement that the written consent of each
1205	member of such limited liability company who, as a result of the
1206	merger, becomes a general partner of the surviving entity has
1207	been obtained pursuant to s. 608.4381(2).
1208	(c)  A statement that the plan of merger was approved by
1209	each domestic partnership that is a party to the merger in
1210	accordance with the applicable provisions of chapter 620.
1211	(d)  A statement that the plan of merger was approved by
1212	each domestic corporation that is a party to the merger in
1213	accordance with the applicable provisions of chapter 607.
1214	(e)  A statement that the plan of merger was approved by
1215	each other business entity that is a party to the merger, other
1216	than limited liability companies, partnerships, and corporations
1217	formed, organized, or incorporated under the laws of this state,
1218	in accordance with the applicable laws of the state, country, or
1219	jurisdiction under which such other business entity is formed,
1220	organized, or incorporated.
1221	(f)  The effective date of the merger, which may be on or
1222	after the date of filing the certificate articles of merger,
1223	subject to the limitations in s. 608.409(2),; provided, if the
1224	certificate articles of merger does do not provide for an
1225	effective date of the merger, the effective date shall be the
1226	date on which the certificate articles of merger is are filed.
1227	(g)  If the surviving entity is another business entity
1228	formed, organized, or incorporated under the laws of any state,
1229	country, or jurisdiction other than this state:
1230	1.  The address, including street and number, if any, of
1231	its principal office under the laws of the state, country, or
1232	jurisdiction in which it was formed, organized, or incorporated.
1233	2.  If the surviving entity is a foreign entity and is not
1234	authorized to transact business in this state, a statement that
1235	the surviving entity appoints is deemed to have appointed the
1236	Secretary of State as its agent for service of process in a
1237	proceeding to enforce obligations any obligation or the rights
1238	of dissenting members of each limited liability company that
1239	merged into such entity, including any appraisal rights of its
1240	members under ss. 608.4351-608.43595, and the street and mailing
1241	address of an office which the Department of State may use for
1242	purposes of s. 48.181 is a party to the merger.
1243	3.  A statement that the surviving entity has agreed to
1244	promptly pay to any members with appraisal rights the dissenting
1245	members of each limited liability company that is a party to the
1246	merger the amount, if any, to which such dissenting members are
1247	entitled under ss. 608.4351-608.43595 s. 608.4384.
1248	(2)  A copy of the certificate articles of merger,
1249	certified by the Department of State, may be filed in the
1250	official records of any office of the official who is the
1251	recording officer of each county in this state in which any real
1252	property of a party to the merger holds an interest in real
1253	property other than the surviving entity is situated.
1254	Section 9.  Subsections (2), (3), and (7) of section
1255	608.4383, Florida Statutes, are amended to read:
1256	608.4383  Effect of merger.--When a merger becomes
1257	effective:
1258	(2)  The title to all real estate and other property, or
1259	any interest therein, owned by each domestic limited liability
1260	company and other business entity that is a party to the merger
1261	is vested in the surviving entity without reversion or
1262	impairment by reason of this chapter. The surviving entity shall
1263	record a certified copy of the articles of merger in any county
1264	in which a merging entity holds an interest in real property.
1265	(3)  The surviving entity shall thereafter be responsible
1266	and liable for all the liabilities and obligations of each
1267	limited liability company and other business entity that is a
1268	party to the merger, including liabilities arising out of the
1269	appraisal rights under ss. 608.4351-608.43595 of dissenters with
1270	respect to such merger under applicable law.
1271	(7)  The interests, partnership and membership interests,
1272	shares, obligations, or other securities and other interests,
1273	and the rights to acquire such interests, partnership interests,
1274	shares, obligations, or other securities and other interests, of
1275	each limited liability company and other business entity that is
1276	a party to the merger shall be converted into interests,
1277	partnership and membership interests, shares, obligations, or
1278	other securities and other interests, or rights to such
1279	securities, obligations, or other interests, of the surviving
1280	entity or any other limited liability company or other business
1281	entity or, in whole or in part, into cash or other property as
1282	provided in the plan of merger, and the former members of each
1283	limited liability company merging into another business entity
1284	holders of interests, partnership interests, shares,
1285	obligations, or other securities, or rights to such securities,
1286	shall be entitled only to the rights provided in the plan of
1287	merger and to their appraisal rights as dissenters, if any,
1288	under ss. 608.4351-608.43595 s. 608.4384, ss. 607.1301-607.1320,
1289	s. 620.205, or other applicable law.
1290	Section 10.  Section 608.439, Florida Statutes, is amended
1291	to read:
1292	608.439  Conversion of certain entities to a limited
1293	liability company.--
1294	(1)  As used in this section, the term "other business
1295	entity" or "another business entity" means a common law or
1296	business trust or association;, a real estate investment trust;,
1297	a general partnership common law trust, or any other
1298	unincorporated business, including a limited liability
1299	partnership;, a limited partnership, whether general (including
1300	a registered limited liability limited partnership;) or any
1301	other domestic or foreign entity that is organized under a
1302	governing law or other applicable law, provided such term shall
1303	not include a domestic limited (including a registered limited
1304	liability limited partnership) or a foreign limited liability
1305	company.
1306	(2)  Any other business entity may convert to a domestic
1307	limited liability company if the conversion is permitted by the
1308	laws of the jurisdiction that enacted the statute or other
1309	applicable law governing the other business entity and the other
1310	business entity complies with such laws and the requirements of
1311	this section in effecting the conversion. The other business
1312	entity shall file with by complying with subsection (8) and
1313	filing in the Department of State in accordance with s.
1314	608.4081:
1315	(a)  A certificate of conversion to a limited liability
1316	company that has been executed by one or more authorized persons
1317	in accordance with s. 608.408.; and
1318	(b)  Articles of organization that comply with s. 608.407
1319	and have been executed by one or more authorized persons in
1320	accordance with s. 608.408.
1321	(3)  The certificate of conversion to a limited liability
1322	company shall state:
1323	(a)  The date on which and jurisdiction in which the other
1324	entity was first organized created, formed, or otherwise came
1325	into being and, if it has changed, its jurisdiction immediately
1326	prior to its conversion to a domestic limited liability
1327	company.;
1328	(b)  The name of the other entity immediately prior to the
1329	filing of the certificate of conversion. to a limited liability
1330	company;
1331	(c)  The name of the limited liability company as set forth
1332	in its articles of organization filed in accordance with
1333	subsection (2).; and
1334	(d)  Subject to the limitations in s. 608.409(2), the
1335	delayed future effective date or time (which shall be a date or
1336	time certain) of the conversion to a limited liability company
1337	if it is not to be effective upon the filing of the certificate
1338	of conversion to a limited liability company and the articles of
1339	organization, provided such delayed effective date and time may
1340	not be different than the effective date of the articles of
1341	organization.
1342	(4)  Upon the filing in the Department of State of the
1343	certificate of conversion to a limited liability company and the
1344	articles of organization or upon the delayed future effective
1345	date or time of the certificate of conversion to a limited
1346	liability company and the articles of organization, the other
1347	entity shall be converted into a domestic limited liability
1348	company and the limited liability company shall thereafter be
1349	subject to all of the provisions of this chapter, except that
1350	notwithstanding s. 608.409, the existence of the limited
1351	liability company shall be deemed to have commenced when on the
1352	date the other entity commenced its existence in the
1353	jurisdiction in which the other entity was first organized
1354	created, formed, incorporated, or otherwise came into being.
1355	(5)  The conversion of any other entity into a domestic
1356	limited liability company shall not affect any obligations or
1357	liabilities of the other entity incurred prior to its conversion
1358	into to a domestic limited liability company or the personal
1359	liability of any person incurred prior to such conversion.
1360	(6)  When any conversion becomes effective under this
1361	section, for all purposes of the laws of this state, all of the
1362	rights, privileges, and powers of the other entity that has
1363	converted, and all property, real, personal, and mixed, and all
1364	debts due to such other entity, as well as all other things and
1365	causes of action belonging to such other entity, shall be vested
1366	in the domestic limited liability company into which it was
1367	converted and shall thereafter be the property of the domestic
1368	limited liability company as they were of the other entity that
1369	has converted, and the title to any real property vested by deed
1370	or otherwise in such other entity shall not revert or be in any
1371	way impaired by reason of this chapter, but all rights of
1372	creditors and all liens upon any property of such other entity
1373	shall be preserved unimpaired, and all debts, liabilities, and
1374	duties of the other entity that has converted shall thenceforth
1375	attach to the domestic limited liability company and may be
1376	enforced against it to the same extent as if said debts,
1377	liabilities, and duties had been incurred or contracted by it.
1378	(7)  Unless otherwise agreed, or as required under
1379	applicable non-Florida law, the converting entity shall not be
1380	required to wind up its affairs or pay its liabilities and
1381	distribute its assets, and the conversion shall not constitute a
1382	dissolution of the converting such entity and shall constitute a
1383	continuation of the existence of the converting entity in the
1384	form of a domestic limited liability company.
1385	(8)  Prior to filing a certificate of conversion to limited
1386	liability company with the Department of State, the conversion
1387	shall be approved in the manner provided for by the document,
1388	instrument, agreement, or other writing, as the case may be,
1389	governing the internal affairs of the other entity and the
1390	conduct of its business or by applicable law, as appropriate,
1391	and the articles of organization or operating agreement shall be
1392	approved by the same authorization required to approve the
1393	conversion. As part of such an approval, a plan of conversion or
1394	other record may describe the manner and basis of converting the
1395	shares, partnership interests, limited liability company
1396	interests, obligations, or securities of, or other interests in,
1397	the other business entity which is to be converted, or any
1398	rights to acquire any such shares, interests, obligations, or
1399	other securities, into limited liability company interests,
1400	obligations, or other securities of the domestic limited
1401	liability company, or rights to acquire interests, obligations,
1402	or other securities, or, in whole or in part, into cash or other
1403	consideration. Such a plan or other record may also contain
1404	other provisions relating to the conversion, including without
1405	limitation the right of the other business entity to abandon a
1406	proposed conversion, or an effective date for the conversion
1407	that is not inconsistent with paragraph (3)(d).
1408	(9)  The provisions of this section shall not be construed
1409	to limit the accomplishment of a change in the law governing, or
1410	the domicile of, any other entity to this state by any other
1411	means provided for in the articles of organization or operating
1412	agreement or other agreement or as otherwise permitted by law,
1413	including by the amendment of the articles of organization or
1414	operating agreement or other agreement.
1415	Section 11.  Sections 608.4401, 608.4402, 608.4403, and
1416	608.4404, Florida Statutes, are created to read:
1417	608.4401  Conversion of a domestic limited liability company
1418	into another business entity.--
1419	(1)  As used in this section and ss. 608.4402, 608.4403, and
1420	608.4404, the term "other business entity" or "another business
1421	entity" means a corporation; a common law or business trust or
1422	association; a real estate investment trust; a general
1423	partnership, including a limited liability partnership; a limited
1424	partnership, including a limited liability limited partnership;
1425	or any other domestic or foreign entity that is organized under a
1426	governing law or other applicable law, provided such term shall
1427	not include a domestic limited liability company.
1428	(2)  Pursuant to a plan of conversion complying and approved
1429	in accordance with this section and s. 608.4402, a domestic
1430	limited liability company may convert to another business entity
1431	organized under the laws of this state or any other state, the
1432	United States, a foreign country, or any other foreign
1433	jurisdiction, if:
1434	(a)  The domestic limited liability company converting to
1435	the other business entity complies with the applicable provisions
1436	of this chapter and any applicable terms in its articles of
1437	organization and operating agreement.
1438	(b)  The conversion is permitted by the laws of the
1439	jurisdiction that enacted the law or other applicable law under
1440	which the other business entity is governed and the other
1441	business entity complies with such laws in effecting the
1442	conversion.
1443	(3)  The plan of conversion shall set forth:
1444	(a)  The name of the domestic limited liability company and
1445	the name and jurisdiction of the other business entity into which
1446	the domestic limited liability company is to be converted.
1447	(b)  The terms and conditions of the conversion, including
1448	the manner and basis of converting the limited liability company
1449	interests or other securities, or any rights to acquire limited
1450	liability company interests or other securities, of the domestic
1451	limited liability company into the partnership interests, shares,
1452	obligations, securities, or other interests in the other business
1453	entity, or any rights to acquire any partnership interests,
1454	shares, obligations, securities, or other interests, or, in whole
1455	or in part, into cash or other consideration.
1456	(c)  The statements required to be set forth in the plan of
1457	conversion by the laws under which the other business entity is
1458	governed.
1459	(4)  The plan of conversion shall include, or have attached,
1460	the articles, certificate, registration, or other organizational
1461	document by which the other business entity has been organized
1462	under its governing law.
1463	(5)  A plan of conversion may provide for the manner, if
1464	any, in which the plan of conversion may be amended at any time
1465	before the effective date of the conversion, except after the
1466	approval of the plan of conversion by the members of the limited
1467	liability company to be converted, the plan of conversion may not
1468	be amended to:
1469	(a)  Change the amount or kind of  partnership interests,
1470	shares, obligations, securities, cash, rights, or any other
1471	consideration to be received by the members of such limited
1472	liability company in exchange for or on conversion of their
1473	member interests in or other securities of the limited liability
1474	company;
1475	(b)  Change any term of the articles of incorporation or
1476	organization, bylaws, partnership or operating agreement, or
1477	comparable governing document of the surviving entity, except for
1478	changes that otherwise could be adopted without approval of the
1479	members approving the plan of conversion; or
1480	(c)  Change any of the terms and conditions of the plan of
1481	conversion if any such change, alone or in the aggregate, would
1482	materially and adversely affect the members, or any class or
1483	group of members, of such limited liability company.
1484
1485	If an amendment to a plan of conversion is made in accordance
1486	with the plan of conversion and a certificate of conversion has
1487	been filed with the Department of State, an amended certificate
1488	of conversion executed by the limited liability company shall be
1489	filed with the Department of State prior to the effective date of
1490	the conversion.
1491	(6)  The plan of conversion may also set forth any other
1492	provisions relating to the conversion, including without
1493	limitation a statement of the method of determining, the fair
1494	value, as defined in s 608.4351, of an interest in the limited
1495	liability company.
1496	608.4402  Action on plan of conversion.--
1497	(1)  Unless the articles of organization or the operating
1498	agreement of a limited liability company requires a greater than
1499	majority vote, the plan of conversion shall be approved in
1500	writing by a majority of the managers who are members of a
1501	converting limited liability company in which management is not
1502	reserved to its members. If no manager is a member, the plan of
1503	conversion shall be approved by vote of the members as set forth
1504	in this section. Unless the articles of organization or the
1505	operating agreement of the converting limited liability company
1506	requires a greater than majority vote or provides for another
1507	method of determining the voting rights of each of its members,
1508	and whether or not management is reserved to its members, the
1509	plan of conversion shall be approved in writing by a majority-in-
1510	interest of the members of the converting limited liability
1511	company and, if applicable, the vote of each member shall be
1512	weighted in accordance with s. 608.4231, provided, unless the
1513	articles of organization or the operating agreement of the
1514	converting limited liability company requires a greater than
1515	majority vote or provides for another method of determining the
1516	voting rights of each of its members, if there is more than one
1517	class or group of members, the conversion shall be approved by a
1518	majority-in-interest of the members of each such class or group,
1519	and, if applicable, the vote of each member shall be weighted in
1520	accordance with s. 608.4231.
1521	(2)  In addition to the approval required by subsection (1),
1522	if the other business entity is a partnership or limited
1523	partnership, no member of a converting limited liability company
1524	shall become a general partner of such partnership or limited
1525	partnership as a result of the conversion unless such member
1526	specifically consents in writing to becoming a general partner of
1527	such partnership or limited partnership, and, unless such written
1528	consent is obtained from each such member, the conversion shall
1529	not become effective under s. 608.4404. Any member providing such
1530	consent in writing shall also be deemed to have voted in favor of
1531	the plan of conversion for purposes of ss. 608.4351-608.43595.
1532	(3)  All members of the limited liability company to be
1533	converted shall be given written notice of any meeting or other
1534	action with respect to the approval of a plan of conversion as
1535	provided in subsections (4) and (5), not fewer than 30 or more
1536	than 60 days before the date of the meeting at which the plan of
1537	conversion shall be submitted for approval by the members of such
1538	limited liability company, provided, if the plan of conversion is
1539	submitted to the members of the limited liability company for
1540	their written approval or other action without a meeting, such
1541	notification shall be given to each member not fewer than 30 or
1542	more than 60 days before the effective date of the conversion.
1543	Pursuant to s. 608.455, the notification required by this
1544	subsection may be waived in writing by any person entitled to
1545	such notification.
1546	(4)  The notification required by subsection (3) shall be in
1547	writing and shall include:
1548	(a)  The date, time, and place of the meeting, if any, at
1549	which the plan of conversion is to be submitted for approval by
1550	the members of the limited liability company or, if the plan of
1551	conversion is to be submitted for written approval or by other
1552	action without a meeting, a statement to that effect.
1553	(b)  A copy or summary of the plan of conversion.
1554	(c)  The statement or statements required by ss. 608.4351-
1555	608.43595 concerning availability of appraisal rights, if any, to
1556	members of the limited liability company.
1557	(d)  The date on which such notification was mailed or
1558	delivered to the members.
1559	(e)  Any other information concerning the plan of
1560	conversion.
1561	(5)  The notification required by subsection (3) shall be
1562	deemed to be given at the earliest date of:
1563	(a)  The date such notification is received;
1564	(b)  Five days after the date such notification is deposited
1565	in the United States mail addressed to the member at the member's
1566	address as it appears in the books and records of the limited
1567	liability company, with postage thereon prepaid;
1568	(c)  The date shown on the return receipt, if sent by
1569	registered or certified mail, return receipt requested, and the
1570	receipt is signed by or on behalf of the addressee; or
1571	(d)  The date such notification is given in accordance with
1572	the provisions of the articles of organization or the operating
1573	agreement of the limited liability company.
1574	(6)  Unless the converting limited liability company's
1575	articles of organization or operating agreement or the plan of
1576	conversion provide otherwise, notwithstanding the prior approval
1577	of the plan of conversion by the managers or members of a
1578	converting limited liability company in which management is not
1579	reserved to its members, and at any time prior to the filing of
1580	the certificate of conversion with the Department of State, the
1581	planned conversion may be abandoned, subject to any contractual
1582	rights, by such limited liability company by the affirmative vote
1583	of a majority of its managers without further action by its
1584	members, in accordance with the procedure set forth in the plan
1585	of conversion, or if none is set forth in such plan, in the
1586	manner determined by the managers of such limited liability
1587	company.
1588	608.4403  Certificate of conversion.--
1589	(1)  After a plan of conversion is approved by a converting
1590	limited liability company, the limited liability company shall
1591	deliver to the Department of State for filing a certificate of
1592	conversion, which shall be executed by the converting limited
1593	liability company, and which shall set forth:
1594	(a)  A statement that the limited liability company has been
1595	converted into another business entity in compliance with this
1596	chapter and that the conversion complies with the law or other
1597	applicable law governing the other business entity.
1598	(b)  A statement that the plan of conversion was approved by
1599	the converting limited liability company in accordance with this
1600	chapter and, if applicable, a statement that the written consent
1601	of each member of such limited liability company who, as a result
1602	of the conversion, becomes a general partner of the surviving
1603	entity has been obtained pursuant to s. 608.4402(2).
1604	(c)  The effective date of the conversion, which, subject to
1605	the limitations in s. 608.409(2),  may be on or after the date of
1606	filing the certificate of conversion, but which shall not be
1607	different than the effective date of the conversion under the
1608	laws governing the other business entity into which the limited
1609	liability company has been converted.
1610	(d)  The address, including street and number, if any, of
1611	the principal office of the other business entity under the laws
1612	of the state, country, or jurisdiction in which such entity was
1613	organized.
1614	(e)  If the other business entity is a foreign entity and is
1615	not authorized to transact business in this state, a statement
1616	that the other business entity appoints the Secretary of State as
1617	its agent for service of process in a proceeding to enforce
1618	obligations of the converting limited liability company,
1619	including any appraisal rights of its members under ss. 608.4351-
1620	608.43595 and the street and mailing address of an office which
1621	the Department of State may use for purposes of s. 48.181.
1622	(f)  A statement that the other business entity has agreed
1623	to pay to any members having appraisal rights the amount to which
1624	such members are entitled under ss. 608.4351-608.43595.
1625	(2)  A copy of the certificate of conversion, certified by
1626	the Department of State, may be filed in the official records of
1627	any county in this state in which the converting limited
1628	liability company holds an interest in real property.
1629	608.4404  Effect of conversion.--When a conversion becomes
1630	effective:
1631	(1)  A domestic limited liability company that has been
1632	converted into another business entity pursuant to this chapter
1633	is for all purposes the same entity that existed before the
1634	conversion.
1635	(2)  The title to all real property and other property, or
1636	any interest therein, owned by the domestic limited liability
1637	company at the time of its conversion into the other business
1638	entity remains vested in the converted entity without reversion
1639	or impairment by operation of this chapter.
1640	(3)  The other business entity into which the domestic
1641	limited liability company was converted shall continue to be
1642	responsible and liable for all the liabilities and obligations of
1643	such limited liability company, including any liability to
1644	members having appraisal rights under ss. 608.4351-608.43595 with
1645	respect to such conversion.
1646	(4)  Any claim existing or action or proceeding pending by
1647	or against any domestic limited liability company that is
1648	converted into another business entity may be continued as if the
1649	conversion did not occur. If the  converted entity is a foreign
1650	entity, such entity shall be deemed to have consented to the
1651	jurisdiction of the courts of this state to enforce any
1652	obligation of the converting domestic limited liability company
1653	if, before the conversion, the converting domestic limited
1654	liability company was subject to suit in this state on the
1655	obligation. A converted entity that is a foreign entity and not
1656	authorized to transact business in this state appoints the
1657	Department of State as its agent for service of process for
1658	purposes of enforcing an obligation under this subsection,
1659	including any appraisal rights of members under ss. 608.4351-
1660	608.43595 to the extent applicable to the conversion. Service on
1661	the Department of State under this subsection is made in the same
1662	manner and with the same consequences as under s. 48.141.
1663	(5)  Neither the rights of creditors nor any liens upon the
1664	property of a domestic limited liability company that is
1665	converted into another business entity under this chapter shall
1666	be impaired by such conversion.
1667	(6)  The member interests, obligations, and other
1668	securities, or rights to acquire any member interests,
1669	obligations, or other securities, of the domestic limited
1670	liability company shall be converted into the shares, partnership
1671	interests, interests, obligations, or other securities of the
1672	other business entity, including any rights to acquire any such
1673	shares, interests, obligations, or other securities, or, in whole
1674	or in part, into cash or other consideration as provided in the
1675	plan of conversion. The former members of the converting domestic
1676	limited liability company shall be entitled only to the rights
1677	provided in the plan of conversion and to their appraisal rights,
1678	if any, under ss. 608.4351-608.43595 or other applicable law.
1679	Section 12.  Subsection (3) of section 608.452, Florida
1680	Statutes, is amended, subsections (9) and (10) of said section
1681	are renumbered as subsections (10) and (11), respectively, and
1682	new subsection (9) is added to said section, to read:
1683	608.452  Fees of the Department of State.--The fees of the
1684	Department of State under this chapter are as follows:
1685	(3)  For filing a certificate articles of merger of limited
1686	liability companies or other business entities, $25 per
1687	constituent party to the merger, unless a specific fee is
1688	required for a party in other applicable law.
1689	(9)  For filing a certificate of conversion of a limited
1690	liability company, $25.
1691	Section 13.  Subsection (16) of section 617.0302, Florida
1692	Statutes, is amended to read:
1693	617.0302  Corporate powers.--Every corporation not for
1694	profit organized under this act, unless otherwise provided in its
1695	articles of incorporation or bylaws, shall have power to:
1696	(16)  Merge with other corporations or other business
1697	entities, both for profit and not for profit, domestic and
1698	foreign, if the surviving corporation is a corporation not for
1699	profit or other business entity that has been organized as a not-
1700	for-profit entity under a governing statute or other applicable
1701	law that permits such a merger.
1702	Section 14.  Subsection (5) is added to section 617.1107,
1703	Florida Statutes, to read:
1704	617.1107  Merger of domestic and foreign corporations.--
1705	(5)  Subject to s. 617.0302(16) and other applicable
1706	provisions of this chapter, ss. 607.1108, 607.1109, and 607.11101
1707	shall apply to a merger involving a corporation not for profit
1708	organized under this act and one or more other business entities
1709	identified in s. 607.1108(1).
1710	Section 15.  Sections 620.1101, 620.1102, 620.1103,
1711	620.1104, 620.1105, 620.1106, 620.1107, 620.1108, 620.1109,
1712	620.1110, 620.1111, 620.1112, 620.1113, 620.1114, 620.1115,
1713	620.1116, 620.1117, 620.1118, 620.1201, 620.1202, 620.1203,
1714	620.1204, 620.1205, 620.1206, 620.1207, 620.1208, 620.1209,
1715	620.1210, 620.1301, 620.1302, 620.1303, 620.1304, 620.1305,
1716	620.1306, 620.1401, 620.1402, 620.1403, 620.1404, 620.1405,
1717	620.1406, 620.1407, 620.1408, 620.1501, 620.1502, 620.1503,
1718	620.1504, 620.1505, 620.1506, 620.1507, 620.1508, 620.1509,
1719	620.1601, 620.1602, 620.1603, 620.1604, 620.1605, 620.1606,
1720	620.1607, 620.1701, 620.1702, 620.1703, 620.1704, 620.1801,
1721	620.1802, 620.1803, 620.1804, 620.1805, 620.1806, 620.1807,
1722	620.1808, 620.1809, 620.1810, 620.1811, 620.1812, 620.1813,
1723	620.1901, 620.1902, 620.1903, 620.1904, 620.1905, 620.1906,
1724	620.1907, 620.1908, 620.1909, 620.1910, 620.2001, 620.2002,
1725	620.2003, 620.2004, 620.2005, 620.2101, 620.2102, 620.2103,
1726	620.2104, 620.2105, 620.2106, 620.2107, 620.2108, 620.2109,
1727	620.2110, 620.2111, 620.2112, 620.2113, 620.2114, 620.2115,
1728	620.2116, 620.2117, 620.2118, 620.2119, 620.2120, 620.2121,
1729	620.2122, 620.2123, 620.2124, 620.2125, 620.2201, 620.2202,
1730	620.2203, 620.2204, and 620.2205, Florida Statutes, are created
1731	to read:
1732	620.1101  Popular name.--This section and sections 620.1102-
1733	620.1102-620.2205 may be cited as the "Florida Revised Uniform
1734	Limited Partnership Act of 2005."
1735	620.1102  Definitions.--As used in this act:
1736	(1)  "Act" means the Florida Revised Uniform Limited
1737	Partnership Act of 2005, as amended.
1738	(2)  "Certificate of limited partnership" means the
1739	certificate required by s. 620.1201. The term includes the
1740	certificate as amended or restated.
1741	(3)  "Contribution," except in the phrase "right of
1742	contribution," means any benefit provided by a person to a
1743	limited partnership in order to become a partner or in the
1744	person's capacity as a partner.
1745	(4)  "Debtor in bankruptcy" means a person that is the
1746	subject of:
1747	(a)  An order for relief under Title 11 U.S.C. or a
1748	comparable order under a successor statute of general
1749	application; or
1750	(b)  A comparable order under federal, state, or foreign law
1751	governing insolvency.
1752	(5)  "Designated office" means:
1753	(a)  With respect to a limited partnership, the office that
1754	the limited partnership is required to designate and maintain
1755	under s. 620.1114.
1756	(b)  With respect to a foreign limited partnership, its
1757	principal office.
1758	(6)  "Distribution" means a transfer of money or other
1759	property from a limited partnership to a partner in the partner's
1760	capacity as a partner or to a transferee on account of a
1761	transferable interest owned by the transferee.
1762	(7)  "Foreign limited liability limited partnership" means a
1763	foreign limited partnership whose general partners have limited
1764	liability for the obligations of the foreign limited partnership
1765	under a provision similar to s. 620.1404(3).
1766	(8)  "Foreign limited partnership" means a partnership
1767	formed under the laws of a jurisdiction other than this state and
1768	required by those laws to have one or more general partners and
1769	one or more limited partners. The term includes a foreign limited
1770	liability limited partnership.
1771	(9)  "General partner" means:
1772	(a)  With respect to a limited partnership, a person that:
1773	1.  Becomes a general partner under s. 620.1401; or
1774	2.  Was a general partner in a limited partnership when the
1775	limited partnership became subject to this act under s.
1776	620.2204(1) or (2).
1777	(b)  With respect to a foreign limited partnership, a person
1778	that has rights, powers, and obligations similar to those of a
1779	general partner in a limited partnership.
1780	(10)  "Limited liability limited partnership," except in the
1781	phrase "foreign limited liability limited partnership," means a
1782	limited partnership whose certificate of limited partnership
1783	states that the limited partnership is a limited liability
1784	limited partnership, or which was a limited liability limited
1785	partnership when the limited partnership became subject to this
1786	act under s. 620.2204(1) or (2).
1787	(11)  "Limited partner" means:
1788	(a)  With respect to a limited partnership, a person that:
1789	1.  Becomes a limited partner under s. 620.1301; or
1790	2.  Was a limited partner in a limited partnership when the
1791	limited partnership became subject to this act under subsection
1792	620.2204(1) or (2).
1793	(b)  With respect to a foreign limited partnership, a person
1794	that has rights, powers, and obligations similar to those of a
1795	limited partner in a limited partnership.
1796	(12)  "Limited partnership," except in the phrases "foreign
1797	limited partnership" and "foreign limited liability limited
1798	partnership," means an entity, having one or more general
1799	partners and one or more limited partners, which is formed under
1800	this act by two or more persons or becomes subject to this act as
1801	the result of a conversion or merger under this act, or which was
1802	a limited partnership governed by the laws of this state when
1803	this act became a law and became subject to this act under s.
1804	620.2204(1) or (2). The term includes a limited liability limited
1805	partnership.
1806	(13)  "Partner" means a limited partner or general partner.
1807	(14)  "Partnership agreement" means the partners' agreement,
1808	whether oral, implied, in a record, or in any combination
1809	thereof, concerning the limited partnership. The term includes
1810	the agreement as amended or restated.
1811	(15)  "Person" means an individual, corporation, business
1812	trust, estate, trust, partnership, limited liability company,
1813	association, joint venture, or government; governmental
1814	subdivision, agency, or instrumentality; public corporation; or
1815	any other legal or commercial entity.
1816	(16)  "Person dissociated as a general partner" means a
1817	person dissociated as a general partner of a limited partnership.
1818	(17)  "Principal office" means the office at which the
1819	principal executive office of a limited partnership or foreign
1820	limited partnership is located, whether or not the office is
1821	located in this state.
1822	(18)  "Record" means information that is inscribed on a
1823	tangible medium or that is stored in an electronic or other
1824	medium and is retrievable in perceivable form.
1825	(19)  "Registered agent" means the person acting as the
1826	registered agent of the limited partnership for service of
1827	process and meeting the requirements in s. 620.1114.
1828	(20)  "Registered office" means the address of the
1829	registered agent meeting the requirements of s. 620.1114.
1830	(21)  "Required information" means the information that a
1831	limited partnership is required to maintain under s. 620.1111.
1832	(22)  "Sign" means to:
1833	(a)  Execute or adopt a tangible symbol with the present
1834	intent to authenticate a record; or
1835	(b)  Attach or logically associate an electronic symbol,
1836	sound, or process to or with a record with the present intent to
1837	authenticate the record.
1838	(23)  "State" means a state of the United States, the
1839	District of Columbia, Puerto Rico, the United States Virgin
1840	Islands, or any territory or insular possession subject to the
1841	jurisdiction of the United States.
1842	(24)  "Transfer" includes an assignment, conveyance, deed,
1843	bill of sale, lease, mortgage, security interest, encumbrance,
1844	gift, or transfer by operation of law.
1845	(25)  "Transferable interest" means a partner's right to
1846	receive distributions.
1847	(26)  "Transferee" means a person to which all or part of a
1848	transferable interest has been transferred, whether or not the
1849	transferor is a partner.
1850	620.1103  Knowledge and notice.--
1851	(1)  A person knows a fact if the person has actual
1852	knowledge of the fact.
1853	(2)  A person has notice of a fact if the person:
1854	(a)  Knows of the fact;
1855	(b)  Has received a notification of the fact;
1856	(c)  Has reason to know the fact exists from all of the
1857	facts known to the person at the time in question; or
1858	(d)  Has notice of the fact under subsection (3) or
1859	subsection (4).
1860	(3)  A certificate of limited partnership on file in the
1861	Department of State is notice that the partnership is a limited
1862	partnership and the persons designated in the certificate as
1863	general partners are general partners. Except as otherwise
1864	provided in subsection (4), the certificate is not notice of any
1865	other fact.
1866	(4)  A person has notice of:
1867	(a)  Another person's dissociation as a general partner 90
1868	days after the effective date of an amendment to the certificate
1869	of limited partnership which states that the other person has
1870	dissociated or 90 days after the effective date of a statement of
1871	dissociation pertaining to the other person, whichever occurs
1872	first;
1873	(b)  A limited partnership's dissolution 90 days after the
1874	effective date of the certificate of dissolution of the limited
1875	partnership;
1876	(c)  A limited partnership's termination 90 days after the
1877	effective date of a statement of termination;
1878	(d)  A limited partnership's conversion under s. 620.2102 90
1879	days after the effective date of the certificate of conversion;
1880	(e)  A merger under s. 620.2106 90 days after the effective
1881	date of the certificate of merger; or
1882	(f)  Any limitations upon the authority of a general partner
1883	as set forth in the initial certificate of limited partnership
1884	or, if the limitations are added by an amendment or restatement
1885	of the certificate of limited partnership, 90 days after the
1886	effective date of the amendment or restatement, provided a
1887	provision in the certificate of limited partnership limiting the
1888	authority of a general partner to transfer real property held in
1889	the name of the limited partnership is not notice of the
1890	limitation to a person who is not a partner unless the limitation
1891	appears in an affidavit, certificate, or other instrument that
1892	bears the name of the limited partnership and is recorded in the
1893	office for recording transfers of such real property.
1894	(5)  A person notifies or gives a notification to another
1895	person by taking steps reasonably required to inform the other
1896	person in the ordinary course, whether or not the other person
1897	learns of it.
1898	(6)  A person receives a notification when the notification:
1899	(a)  Comes to the person's attention; or
1900	(b)  Is delivered at the person's place of business or at
1901	any other place held out by the person as a place for receiving
1902	communications.
1903	(7)  Except as otherwise provided in subsection (8), a
1904	person other than an individual knows, has notice, or receives a
1905	notification of a fact for purposes of a particular transaction
1906	when the individual conducting the transaction for the person
1907	knows, has notice, or receives a notification of the fact, or in
1908	any event when the fact would have been brought to the
1909	individual's attention if the person had exercised reasonable
1910	diligence. A person other than an individual exercises reasonable
1911	diligence if such person maintains reasonable routines for
1912	communicating significant information to the individual
1913	conducting the transaction for the person and there is reasonable
1914	compliance with the routines. Reasonable diligence does not
1915	require an individual acting for the person to communicate
1916	information unless the communication is part of the individual's
1917	regular duties or the individual has reason to know of the
1918	transaction and that the transaction would be materially affected
1919	by the information.
1920	(8)  A general partner's knowledge, notice, or receipt of a
1921	notification of a fact relating to the limited partnership is
1922	effective immediately as knowledge of, notice to, or receipt of a
1923	notification by the limited partnership, except in the case of a
1924	fraud on the limited partnership committed by or with the consent
1925	of the general partner. A limited partner's knowledge, notice, or
1926	receipt of a notification of a fact relating to the limited
1927	partnership is not effective as knowledge of, notice to, or
1928	receipt of a notification by the limited partnership.
1929	620.1104  Nature, purpose, and duration of entity.--
1930	(1)  A limited partnership is an entity distinct from its
1931	partners. A limited partnership is the same entity regardless of
1932	whether its certificate states that the limited partnership is a
1933	limited liability limited partnership.
1934	(2)  A limited partnership may be organized under this act
1935	for any lawful purpose.
1936	(3)  A limited partnership has a perpetual duration.
1937	620.1105  Powers.--A limited partnership has the powers to
1938	do all things necessary or convenient to carry on its activities,
1939	including the power to sue, be sued, and defend in its own name
1940	and to maintain an action against a partner for harm caused to
1941	the limited partnership by a breach of the partnership agreement
1942	or violation of a duty to the partnership.
1943	620.1106  Governing law.--The laws of this state govern
1944	relations among the partners of a limited partnership and between
1945	the partners and the limited partnership and the liability of
1946	partners as partners for an obligation of the limited
1947	partnership.
1948	620.1107  Supplemental principles of law; rate of
1949	interest.--
1950	(1)  Unless displaced by particular provisions of this act,
1951	the principles of law and equity supplement this act.
1952	(2)  If an obligation to pay interest arises under this act
1953	and the rate is not specified, the same rate of interest that has
1954	been determined for judgments in accordance with s. 55.03 shall
1955	apply to the obligation in question.
1956	620.1108  Name.--
1957	(1)  The name of a limited partnership may contain the name
1958	of any partner.
1959	(2)  The name of a limited partnership that is not a limited
1960	liability limited partnership must contain the phrase "limited
1961	partnership" or "limited" or the abbreviation "L.P." or "Ltd." or
1962	the designation "LP," and may not contain the phrase "limited
1963	liability limited partnership" or the abbreviation "L.L.L.P." or
1964	the designation "LLLP."
1965	(3)  The name of a limited liability limited partnership
1966	must contain the phrase "limited liability limited partnership"
1967	or the abbreviation "L.L.L.P." or designation "LLLP," except that
1968	a limited liability limited partnership organized prior to the
1969	effective date of this act that is using an abbreviation or
1970	designation permitted under prior law shall be entitled to
1971	continue using such abbreviation or designation until its
1972	dissolution.
1973	(4)  The name of a limited partnership must be
1974	distinguishable in the records of the Department of State from
1975	the names of all other entities or filings, except fictitious
1976	name registrations pursuant to s. 865.09 organized, registered,
1977	or reserved under the laws of this state, the names of which are
1978	on file with the Department of State.
1979	(5)  Subject to s. 620.905, this section applies to any
1980	foreign limited partnership transacting business in this state,
1981	having a certificate of authority to transact business in this
1982	state, or applying for a certificate of authority.
1983	620.1109  Department of State; fees.--In addition to the
1984	supplemental corporate fee of $88.75 imposed pursuant to s.
1985	607.193, the fees of the Department of State under this act are
1986	as follows:
1987	(1)  For furnishing a certified copy, $52.50 for the first
1988	15 pages plus $1.00 for each additional page.
1989	(2)  For filing an original certificate of limited
1990	partnership, $965.
1991	(3)  For filing an original application for registration as
1992	a foreign limited partnership, $965.
1993	(4)  For filing certificate of conversion, $52.50.
1994	(5)  For filing certificate of merger, $52.50 for each party
1995	thereto.
1996	(6)  For filing a reinstatement, $500 for each calendar year
1997	or part thereof the limited partnership was administratively
1998	dissolved or foreign limited partnership was revoked in the
1999	records of the Department of State.
2000	(8)  For filing an annual report, $411.25.
2001	(9)  For filing a certificate:
2002	(a)  Designating a registered agent, $35;
2003	(b)  Changing a registered agent or registered office
2004	address, $35;
2005	(c)  Resigning as a registered agent, $87.50; or
2006	(d)  Of amendment or restatement of the certificate of
2007	limited partnership, $52.50;
2008	(10)  For filing a statement of termination, $52.50.
2009	(11)  For filing a notice of cancellation for foreign
2010	limited partnership, $52.50.
2011	(12)  For furnishing a certificate of status or
2012	authorization, $8.75.
2013	(13)  For filing a certificate of dissolution, $52.50.
2014	(14)  For filing a certificate of revocation of dissolution,
2015	$52.50.
2016	(15)  For filing any other domestic or foreign limited
2017	partnership document, $52.50.
2018	620.1110  Effect of partnership agreement; nonwaivable
2019	provisions.--
2020	(1)  Except as otherwise provided in subsection (2), the
2021	partnership agreement governs relations among the partners and
2022	between the partners and the partnership. To the extent the
2023	partnership agreement does not otherwise provide, this act
2024	governs relations among the partners and between the partners and
2025	the partnership.
2026	(2)  A partnership agreement may not:
2027	(a)  Vary a limited partnership's power under s. 620.1105 to
2028	sue, be sued, and defend in its own name;
2029	(b)  Vary the law applicable to a limited partnership under
2030	s. 620.106;
2031	(c)  Vary the requirements of s. 620.1204;
2032	(d)  Vary the information required under s. 620.1111 or
2033	unreasonably restrict the right to information under s. 620.1304
2034	or s. 620.1407, but the partnership agreement may impose
2035	reasonable restrictions on the availability and use of
2036	information obtained under those sections and may define
2037	appropriate remedies, including liquidated damages, for a breach
2038	of any reasonable restriction on use;
2039	(e)  Eliminate the duty of loyalty of a general partner
2040	under s. 620.1408 but the partnership agreement may:
2041	1.  Identify specific types or categories of activities that
2042	do not violate the duty of loyalty, if not manifestly
2043	unreasonable; and
2044	2.  Specify the number, percentage, class, or other type of
2045	partners that may authorize or ratify, after full disclosure to
2046	all partners of all material facts, a specific act or transaction
2047	that otherwise would violate the duty of loyalty;
2048	(f)  Unreasonably reduce the duty of care of a general
2049	partner under s. 620.1408(3);
2050	(g)  Eliminate the obligation of good faith and fair dealing
2051	under ss. 620.1305(2) and 620.1408(4), but the partnership
2052	agreement may prescribe the standards by which the performance of
2053	the obligation is to be measured, if the standards are not
2054	manifestly unreasonable;
2055	(h)  Vary the power of a person to dissociate as a general
2056	partner under s. 620.1604(1), except to require that the notice
2057	under s. 620.1603(1) be in a record;
2058	(i)  Vary the power of a court to decree dissolution in the
2059	circumstances specified in s. 620.1802;
2060	(j)  Vary the requirement to wind up the partnership's
2061	business as specified in s. 620.1803;
2062	(k)  Unreasonably restrict the right to maintain an action
2063	under s. 620.2001 or s. 620.2002;
2064	(l)  Restrict the right of a partner under s. 620.2110(1) to
2065	approve a conversion or merger or the right of a general partner
2066	under s. 620.2110(2) to consent to an amendment to the
2067	certificate of limited partnership which deletes a statement that
2068	the limited partnership is a limited liability limited
2069	partnership; or
2070	(m)  Restrict rights under this act of a person other than a
2071	partner or a transferee.
2072	620.1111  Required information.--A limited partnership shall
2073	maintain at its designated office the following information:
2074	(1)  A current list showing the full name and last known
2075	street and mailing address of each partner, separately
2076	identifying the general partners, in alphabetical order, and the
2077	limited partners, in alphabetical order.
2078	(2)  A copy of the initial certificate of limited
2079	partnership and all amendments to and restatements of the
2080	certificate, together with signed copies of any powers of
2081	attorney under which any certificate, amendment, or restatement
2082	has been signed.
2083	(3)  A copy of any filed certificate of conversion or
2084	merger, together with the plan of conversion or plan of merger
2085	approved by the partners.
2086	(4)  A copy of the limited partnership's federal, state, and
2087	local income tax returns and reports, if any, for the 3 most
2088	recent years.
2089	(5)  A copy of any partnership agreement made in a record
2090	and any amendment made in a record to any partnership agreement.
2091	(6)  A copy of any financial statement of the limited
2092	partnership for the 3 most recent years.
2093	(7)  A copy of the three most recent annual reports
2094	delivered by the limited partnership to the Department of State
2095	pursuant to s. 620.1210.
2096	(8)  A copy of any record made by the limited partnership
2097	during the past 3 years of any consent given by or vote taken of
2098	any partner pursuant to this act or the partnership agreement.
2099	(9)  Unless contained in a partnership agreement made in a
2100	record, a record stating:
2101	(a)  The amount of cash and a description and statement of
2102	the agreed value of the other benefits contributed and agreed to
2103	be contributed by each partner.
2104	(b)  The times at which, or events on the happening of
2105	which, any additional contributions agreed to be made by each
2106	partner are to be made.
2107	(c)  For any person that is both a general partner and a
2108	limited partner, a specification of transferable interest the
2109	person owns in each capacity.
2110	(d)  Any events upon the happening of which the limited
2111	partnership is to be dissolved and its activities wound up.
2112	620.1112  Business transactions of partner with
2113	partnership.--A partner may lend money to and transact other
2114	business with the limited partnership and, subject to s.
2115	620.1408 and any other applicable provisions of this act, a
2116	partner has the same rights and obligations with respect to the
2117	loan or other transaction as a person that is not a partner.
2118	620.1113  Dual capacity.--A person may be both a general
2119	partner and a limited partner. A person that is both a general
2120	and limited partner has the rights, powers, duties, and
2121	obligations provided by this act and the partnership agreement
2122	in each of those capacities. When the person acts as a general
2123	partner, the person is subject to the obligations, duties, and
2124	restrictions under this act and the partnership agreement for
2125	general partners. When the person acts as a limited partner, the
2126	person is subject to the obligations, duties, and restrictions
2127	under this act and the partnership agreement for limited
2128	partners.
2129	620.1114  Designated office, registered office, and
2130	registered agent.--
2131	(1)  A limited partnership shall designate and continuously
2132	maintain in this state:
2133	(a)  A designated office, which need not be a place of its
2134	activity in this state.
2135	(b)  A registered agent for service of process upon the
2136	limited partnership and a registered office, which shall be the
2137	address of its registered agent.
2138	(2)  A foreign limited partnership shall designate and
2139	continuously maintain in this state a registered agent for
2140	service of process and a registered office, which shall be the
2141	address of its registered agent.
2142	(3)  A registered agent of a limited partnership or foreign
2143	limited partnership must be an individual who is a resident of
2144	this state or other person authorized to do business in this
2145	state.
2146	620.1115  Change of registered agent or registered office.--
2147	(1)  In order to change its registered agent or registered
2148	office address, a limited partnership or a foreign limited
2149	partnership may deliver to the Department of State for filing a
2150	statement of change containing:
2151	(a)  The name of the limited partnership or foreign limited
2152	partnership.
2153	(b)  The name of its current registered agent.
2154	(c)  If the registered agent is to be changed, the name and
2155	written acceptance of the new registered agent.
2156	(d)  The street address of its current registered office
2157	address for its registered agent.
2158	(e)  If the registered office address is to be changed, the
2159	new street address in this state of such office.
2160	(2)  A statement of change is effective when filed by the
2161	Department of State.
2162	(3)  The changes described in this section may also be made
2163	on the limited partnership or foreign limited partnership's
2164	annual report filed with the Department of State.
2165	620.1116  Resignation of registered agent.--
2166	(1)  In order to resign as registered agent of a limited
2167	partnership or foreign limited partnership, the agent must
2168	deliver to the Department of State for filing a signed statement
2169	of resignation containing the name of the limited partnership or
2170	foreign limited partnership.
2171	(2)  After filing the statement with the Department of
2172	State, the registered agent shall mail a copy to the limited
2173	partnership's or foreign limited partnership's current mailing
2174	address.
2175	(3)  A registered agent is terminated on the 31st day after
2176	the Department of State files the statement of resignation.
2177	620.1117  Service of process.--
2178	(1)  A registered agent appointed by a limited partnership
2179	or foreign limited partnership is an agent of the limited
2180	partnership or foreign limited partnership for service of any
2181	process, notice, or demand required or permitted by law to be
2182	served upon the limited partnership or foreign limited
2183	partnership.
2184	(2)  If a limited partnership or foreign limited partnership
2185	does not appoint or maintain a registered agent in this state or
2186	the registered agent cannot with reasonable diligence be found at
2187	the address of the registered office, the Department of State
2188	shall be an agent of the limited partnership or foreign limited
2189	partnership upon whom process, notice, or demand may be served.
2190	(3)  Service of any process, notice, or demand on the
2191	Department of State may be made by delivering to and leaving with
2192	the Department of State duplicate copies of the process, notice,
2193	or demand. If a process, notice, or demand is served on the
2194	Department of State, the Department of State shall forward one of
2195	the copies by registered or certified mail, return receipt
2196	requested, to the limited partnership or foreign limited
2197	partnership at its designated office.
2198	(4)  Service is effected under subsection (3) at the
2199	earliest of:
2200	(a)  The date the limited partnership or foreign limited
2201	partnership receives the process, notice, or demand;
2202	(b)  The date shown on the return receipt, if signed on
2203	behalf of the limited partnership or foreign limited partnership;
2204	or
2205	(c)  Five days after the process, notice, or demand is
2206	deposited in the mail, if mailed postpaid and correctly
2207	addressed.
2208	(5)  The Department of State shall keep a record of each
2209	process, notice, and demand served pursuant to this section and
2210	record the time of, and the action taken regarding, the service.
2211	(6)  This section does not affect the right to serve
2212	process, notice, or demand in any other manner provided by law.
2213	620.1118  Consent and proxies of partners.--Subject to the
2214	management and approval rights described in s. 620.1406, an
2215	action requiring the consent of partners under this act may be
2216	taken without a meeting, and a partner may appoint a proxy to
2217	consent or otherwise act for the partner by a record appointing
2218	the proxy that is signed, either personally or by the partner's
2219	attorney in fact.
2220	620.1201  Formation of limited partnership; certificate of
2221	limited partnership.--
2222	(1)  In order for a limited partnership to be formed, a
2223	certificate of limited partnership must be delivered to the
2224	Department of State for filing. The certificate must state:
2225	(a)  The name of the limited partnership, which must comply
2226	with s. 620.1108.
2227	(b)  The street and mailing address of the initial
2228	designated office of the limited partnership, and the name,
2229	street address in this state, and written acceptance of the
2230	initial registered agent.
2231	(c)  The name and the business address of each general
2232	partner; each general partner that is not an individual must be
2233	organized or otherwise registered with the Department of State as
2234	required by law, must maintain an active status, and must not be
2235	dissolved, revoked, or withdrawn.
2236	(d)  Whether the limited partnership is a limited liability
2237	limited partnership.
2238	(e)  Any additional information which may be required by s.
2239	620.2104 or s. 620.2108.
2240	(2)  A certificate of limited partnership may also contain
2241	any other matters, but may not vary or otherwise affect the
2242	provisions specified in s. 620.1110(2) in a manner inconsistent
2243	with that section.
2244	(3)  If there has been substantial compliance with
2245	subsection (1), then subject to s. 620.1206(3), a limited
2246	partnership is formed when the Department of State files the
2247	certificate of limited partnership.
2248	(4)  Subject to subsection (2), if any provision of a
2249	partnership agreement is inconsistent with the filed certificate
2250	of limited partnership, or with a filed statement of
2251	dissociation, termination, or change, a filed certificate of
2252	conversion or merger, or a certificate of dissolution or
2253	revocation of dissolution, involving the limited partnership:
2254	(a)  The partnership agreement prevails as to partners and
2255	transferees.
2256	(b)  The filed certificate of limited partnership, statement
2257	of dissociation, termination, or change, certificate of
2258	conversion or merger, or certificate of dissolution or revocation
2259	of dissolution prevails as to persons, other than partners and
2260	transferees, that reasonably rely on the filed record to their
2261	detriment.
2262	620.1202  Amendment or restatement of certificate.--
2263	(1)  In order to amend or restate its certificate of limited
2264	partnership, a limited partnership must deliver to the Department
2265	of State for filing an amendment or restatement or, pursuant to
2266	s. 620.2108, certificate of merger stating:
2267	(a)  The name of the limited partnership.
2268	(b)  The date of filing of its initial certificate.
2269	(c)  The changes the amendment or restatement makes to the
2270	certificate as most recently amended or restated.
2271	(2)  A limited partnership shall promptly deliver to the
2272	Department of State for filing an amendment to or restatement of
2273	a certificate of limited partnership to reflect:
2274	(a)  The admission of a new general partner;
2275	(b)  The dissociation of a person as a general partner; or
2276	(c)  The appointment of a person to wind up the limited
2277	partnership's activities under s. 620.1803(3) or (4).
2278	(3)  A general partner that knows that any information in a
2279	filed certificate of limited partnership was false when the
2280	certificate was filed or has become false due to changed
2281	circumstances shall promptly:
2282	(a)  Cause the certificate to be amended or restated; or
2283	(b)  If appropriate, deliver to the Department of State for
2284	filing a statement of change pursuant to s. 620.1115 or a
2285	statement of correction pursuant to s. 620.1207.
2286	(4)  A certificate of limited partnership may be amended or
2287	restated at any time for any other proper purpose as determined
2288	by the limited partnership.
2289	(5)  Subject to s. 620.1206(3), an amendment or restated
2290	certificate is effective when filed by the Department of State.
2291	(6)  A limited partnership may, whenever desired, integrate
2292	into a single instrument all of the provisions of its certificate
2293	of limited partnership which are then in effect and operative as
2294	a result of there having theretofore been filed with the
2295	Department of State one or more certificates or other instruments
2296	pursuant to any provision of this section, and the limited
2297	partnership may at the same time further amend its certificate of
2298	limited partnership by adopting a restated certificate of limited
2299	partnership in accordance with subsections (7)-(10).
2300	(7)  If the restated certificate of limited partnership
2301	merely restates and integrates but does not further amend the
2302	initial certificate of limited partnership, as theretofore
2303	amended or restated by any instrument that was executed and filed
2304	pursuant to any of the subsections in this section, the restated
2305	certificate shall be specifically designated in its heading as a
2306	"Restated Certificate of Limited Partnership," together with such
2307	other words as the limited partnership may deem appropriate, and
2308	shall be executed by at least one general partner and filed as
2309	provided by this act with the Department of State. If the
2310	restated certificate restates and integrates and also further
2311	amends in any respect the initial certificate of limited
2312	partnership, as theretofore amended or restated, the restated
2313	certificate shall be specifically designated in its heading as an
2314	"Amended and Restated Certificate of Limited Partnership,"
2315	together with such other words as the limited partnership may
2316	deem appropriate, and shall be executed by at least one general
2317	partner and by each other general partner designated in the
2318	restated certificate of limited partnership as a new general
2319	partner and filed as provided by this act with the Department of
2320	State.
2321	(8)  A restated certificate of limited partnership shall
2322	state, either in its heading or in an introductory paragraph, the
2323	limited partnership's present name, and, if it has been changed,
2324	the name under which it was originally filed; the date of filing
2325	of its original certificate of limited partnership with the
2326	Department of State; and, subject to s. 620.1206(3), the delayed
2327	effective date or time, which shall be a date or time certain, of
2328	the restated certificate if it is not to be effective upon the
2329	filing of the restated certificate. A restated certificate shall
2330	also state that it was duly executed and is being filed in
2331	accordance with this section. If the restated certificate only
2332	restates and integrates and does not further amend the limited
2333	partnership's certificate of limited partnership as theretofore
2334	amended or supplemented and there is no discrepancy between those
2335	provisions and the restated certificate, it shall state that fact
2336	as well.
2337	(9)  Upon the filing of the restated certificate of limited
2338	partnership with the Department of State, or upon the delayed
2339	effective date or time of a restated certificate of limited
2340	partnership as provided for therein, the initial certificate of
2341	limited partnership, as theretofore amended or supplemented,
2342	shall be superseded. Thereafter, the restated certificate of
2343	limited partnership, including any further amendment or changes
2344	made thereby, shall be the certificate of limited partnership of
2345	the limited partnership, but the original effective date of
2346	formation shall remain unchanged.
2347	(10)  Any amendment or change effected in accordance with
2348	subsections (7)-(9) and this subsection shall be subject to any
2349	other provisions of this act, not inconsistent with this
2350	section, which would apply if a separate certificate of
2351	amendment were filed to effect such amendment or change.
2352	620.1203  Certificate of dissolution; statement of
2353	termination.--
2354	(1)  A certificate of dissolution shall be filed with the
2355	Department of State in accordance with s. 620.1801(2) and set
2356	forth:
2357	(a)  The name of the limited partnership.
2358	(b)  The date of filing of its initial certificate of
2359	limited partnership.
2360	(c)  The reason for filing the certificate of dissolution.
2361	(d)  Any other information as determined by the general
2362	partners filing the statement or by a person appointed pursuant
2363	to s. 620.1803(3) or (4).
2364	(2)  If there has been substantial compliance with
2365	subsection (1), then subject to s. 620.1206(3) the dissolution of
2366	the limited partnership shall be effective when the Department of
2367	State files the certificate of dissolution.
2368	(3)  A dissolved limited partnership that has completed
2369	winding up may deliver to the Department of State for filing a
2370	statement of termination that states:
2371	(a)  The name of the limited partnership.
2372	(b)  The date of filing of its initial certificate of
2373	limited partnership.
2374	(c)  The limited partnership has completed winding up its
2375	affairs and wishes to file a statement of termination.
2376	(d)  Any other information as determined by the general
2377	partners filing the statement or by a person appointed pursuant
2378	to s. 620.1803(3) or (4).
2379	620.1204  Signing of records.--
2380	(1)  Each record delivered to the Department of State for
2381	filing pursuant to this act must be signed in the following
2382	manner:
2383	(a)  An initial certificate of limited partnership must be
2384	signed by all general partners listed in the certificate of
2385	limited partnership.
2386	(b)  An amendment adding or deleting a statement that the
2387	limited partnership is a limited liability limited partnership
2388	must be signed by all general partners listed in the certificate
2389	of limited partnership.
2390	(c)  An amendment designating as general partner a person
2391	admitted under s. 620.1801(1)(c) following the dissociation of a
2392	limited partnership's last general partner must be signed by that
2393	person.
2394	(d)  An amendment required by s. 620.1803(3) following the
2395	appointment of a person to wind up the dissolved limited
2396	partnership's activities must be signed by that person.
2397	(e)  Any other amendment must be signed by:
2398	1.  At least one general partner listed in the certificate
2399	of limited partnership.
2400	2.  Each other person designated in the amendment as a new
2401	general partner.
2402	3.  Each person that the amendment indicates has dissociated
2403	as a general partner, unless:
2404	a.  The person is deceased or a guardian or general
2405	conservator has been appointed for the person and the amendment
2406	so states; or
2407	b.  The person has previously delivered to the Department of
2408	State for filing a statement of dissociation.
2409	(f)  A restated certificate of limited partnership must be
2410	signed by at least one general partner listed in the certificate,
2411	and, to the extent the restated certificate of limited
2412	partnership effects a change described under any other paragraph
2413	of this subsection, the certificate of limited partnership must
2414	also be signed in a manner that satisfies that paragraph.
2415	(g)  A certificate of dissolution, a statement of
2416	termination, and a certificate of revocation of dissolution must
2417	be signed by all general partners listed in the certificate of
2418	limited partnership or, if the certificate of limited partnership
2419	of a dissolved limited partnership lists no general partners, by
2420	the person appointed pursuant to s. 620.803(3) or (4) to wind up
2421	the dissolved limited partnership's activities.
2422	(h)  A certificate of conversion must be signed as provided
2423	in s. 620.2104(1).
2424	(i)  A certificate of merger must be signed as provided in
2425	s. 620.2108(1).
2426	(j)  Any other record delivered on behalf of a limited
2427	partnership to the Department of State for filing must be signed
2428	by at least one general partner listed in the certificate of
2429	limited partnership.
2430	(k)  A statement by a person pursuant to s. 620.1605(1)(d)
2431	stating that the person has dissociated as a general partner must
2432	be signed by that person.
2433	(l)  A statement of withdrawal by a person pursuant to s.
2434	620.1306 must be signed by that person.
2435	(m)  A record delivered on behalf of a foreign limited
2436	partnership to the Department of State for filing must be signed
2437	by at least one general partner of the foreign limited
2438	partnership.
2439	(n)  Any other record delivered on behalf of any person to
2440	the Department of State for filing must be signed by that person.
2441	(2)  Any person may sign by an attorney in fact any record
2442	to be filed pursuant to this act.
2443	620.1205  Signing and filing pursuant to judicial order.--
2444	(1)  If a person required by this act to sign a record or
2445	deliver a record to the Department of State for filing does not
2446	do so, any other person that is aggrieved may petition the
2447	circuit court to order:
2448	(a)  The person to sign the record;
2449	(b)  The person to deliver the record to the Department of
2450	State for filing; or
2451	(c)  The Department of State to file the record unsigned.
2452	(2)  If the person aggrieved under subsection (1) is not the
2453	limited partnership or foreign limited partnership to which the
2454	record pertains, the aggrieved person shall make the limited
2455	partnership or foreign limited partnership a party to the action.
2456	A person aggrieved under subsection (1) may seek the remedies
2457	provided in subsection (1) in the same action in combination or
2458	in the alternative.
2459	(3)  A record filed unsigned pursuant to this section is
2460	effective without being signed.
2461	620.1206  Delivery to and filing of records by Department of
2462	State; effective time and date.--
2463	(1)  A record authorized or required to be delivered to the
2464	Department of State for filing under this act must be captioned
2465	to describe the record's purpose, be in a medium permitted by the
2466	Department of State, and be delivered to the Department of State.
2467	Unless the Department of State determines that a record does not
2468	comply with the filing requirements of this act, and if all
2469	filing fees have been paid, the Department of State shall file
2470	the record.
2471	(2)  Upon request and payment of a fee, the Department of
2472	State shall send to the requester a certified copy of the
2473	requested record.
2474	(3)  Except as otherwise provided in ss. 620.1116 and
2475	620.1207, a record delivered to the Department of State for
2476	filing under this act may specify an effective time and a delayed
2477	effective date. Except as otherwise provided in this act, a
2478	record filed by the Department of State is effective:
2479	(a)  If the record does not specify an effective time and
2480	does not specify a delayed effective date, on the date and at the
2481	time the record is filed as evidenced by the Department of
2482	State's endorsement of the date and time on the record;
2483	(b)  If the record specifies an effective time but not a
2484	delayed effective date, on the date the record is filed at the
2485	time specified in the record;
2486	(c)  If the record specifies a delayed effective date but
2487	not an effective time, at 12:01 a.m. on the earlier of:
2488	1.  The specified date; or
2489	2.  The 90th day after the record is filed; or
2490	(d)  If the record specifies an effective time and a delayed
2491	effective date, at the specified time on the earlier of:
2492	1.  The specified date; or
2493	2.  The 90th day after the record is filed.
2494	620.1207  Correcting filed record.--
2495	(1)  A limited partnership or foreign limited partnership
2496	may deliver to the Department of State for filing a statement of
2497	correction to correct a record previously delivered by the
2498	limited partnership or foreign limited partnership to the
2499	Department of State and filed by the Department of State, if at
2500	the time of filing the record contained false or erroneous
2501	information or was defectively signed.
2502	(2)  A statement of correction may not state a delayed
2503	effective date and must:
2504	(a)  Describe the record to be corrected, including its
2505	filing date.
2506	(b)  Specify the incorrect information and the reason it is
2507	incorrect or the manner in which the signing was defective.
2508	(c)  Correct the incorrect information or defective
2509	signature.
2510	(3)  When filed by the Department of State, a statement of
2511	correction is effective retroactively as of the effective date of
2512	the record the statement corrects, but the statement is effective
2513	when filed:
2514	(a)  For the purposes of s. 620.103(3) and (4).
2515	(b)  As to persons relying on the uncorrected record and
2516	adversely affected by the correction.
2517	620.1208  Liability for false information in filed record.--
2518	(1)  If a record delivered to the Department of State for
2519	filing under this act and filed by the Department of State
2520	contains false information, a person that suffers loss by
2521	reliance on the information may recover damages for the loss
2522	from:
2523	(a)  A person that signed the record, or caused another to
2524	sign the record on the person's behalf, and knew the information
2525	to be false at the time the record was signed.
2526	(b)  A general partner that has notice the information was
2527	false when the record was filed or has become false because of
2528	changed circumstances, if the general partner has notice for a
2529	reasonably sufficient time before the information is relied upon
2530	to enable the general partner to effect an amendment pursuant to
2531	s. 620.1202, file a petition pursuant to s. 620.1205, or deliver
2532	to the Department of State for filing a statement of change
2533	pursuant to s. 620.1115 or a statement of correction pursuant to
2534	s. 620.1207.
2535	(2)  Signing a record authorized or required to be filed
2536	under this act constitutes an affirmation under the penalties of
2537	perjury that the facts stated in the record are true.
2538	620.1209  Certificate of status.--
2539	(1)  The Department of State, upon request and payment of
2540	the requisite fee, shall furnish a certificate of status for a
2541	limited partnership if the records filed in the Department of
2542	State show that the Department of State has filed a certificate
2543	of limited partnership. A certificate of status must state:
2544	(a)  The limited partnership's name.
2545	(b)  That the limited partnership was duly formed under the
2546	laws of this state and the date of formation.
2547	(c)  Whether all fees and penalties due to the Department of
2548	State under this act have been paid.
2549	(d)  Whether the limited partnership's most recent annual
2550	report required by s. 620.1210 has been filed by the Department
2551	of State.
2552	(e)  Whether the Department of State has administratively
2553	dissolved the limited partnership or received a record notifying
2554	the Department of State that the limited partnership has been
2555	dissolved by judicial action pursuant to s. 620.1802;
2556	(f)  Whether the Department of State has filed a certificate
2557	of dissolution for the limited partnership.
2558	(g)  Whether the Department of State has filed a statement
2559	of termination for the limited partnership.
2560	(2)  The Department of State, upon request and payment of
2561	the requisite fee, shall furnish a certificate of status for a
2562	foreign limited partnership if the records filed in the
2563	Department of State show that the Department of State has filed a
2564	certificate of authority. A certificate of status must state:
2565	(a)  The foreign limited partnership's name and any
2566	alternate name adopted under s. 620.1905(1) for use in this
2567	state.
2568	(b)  That the foreign limited partnership is authorized to
2569	transact business in this state.
2570	(c)  Whether all fees and penalties due to the Department of
2571	State under this act or other law have been paid.
2572	(d)  Whether the foreign limited partnership's most recent
2573	annual report required by s. 620.1210 has been filed by the
2574	Department of State.
2575	(e)  Whether the Department of State has revoked the foreign
2576	limited partnership's certificate of authority or filed a notice
2577	of cancellation.
2578	(3)  Subject to any qualification stated in the certificate,
2579	a certificate of status issued by the Department of State may be
2580	relied upon as conclusive evidence that the limited partnership
2581	or foreign limited partnership is in existence or is authorized
2582	to transact business in this state.
2583	620.1210  Annual report for Department of State.--
2584	(1)  A limited partnership or a foreign limited partnership
2585	authorized to transact business in this state shall deliver to
2586	the Department of State for filing an annual report that states:
2587	(a)  The name of the limited partnership or, if a foreign
2588	limited partnership, the name under which the foreign limited
2589	partnership is registered to transact business in this state.
2590	(b)  The street and mailing address of the limited
2591	partnership or foreign limited partnership, the name of its
2592	registered agent in this state, and the street address of its
2593	registered office in this state.
2594	(c)  The name and business address of each general partner.
2595	Each general partner that is not an individual must be organized
2596	or otherwise registered with the Department of State as required
2597	by law, must maintain an active status, and must not be
2598	dissolved, revoked, or withdrawn.
2599	(d)  Federal Employer Identification number.
2600	(e)  Any additional information that is necessary or
2601	appropriate to enable the Department of State to carry out the
2602	provisions of this act.
2603	(2)  Information in an annual report must be current as of
2604	the date the annual report is delivered to the Department of
2605	State for filing.
2606	(3)  The first annual report must be delivered to the
2607	Department of State between January 1 and May 1 of the year
2608	following the calendar year in which a limited partnership was
2609	formed or a foreign limited partnership was authorized to
2610	transact business. An annual report must be delivered to the
2611	Department of State between January 1 and May 1 of each
2612	subsequent calendar year.
2613	(4)  If an annual report does not contain the information
2614	required in subsection (1), the Department of State shall
2615	promptly notify the reporting limited partnership or foreign
2616	limited partnership and return the report to it for correction.
2617	If the report is corrected to contain the information required in
2618	subsection (1) and delivered to the Department of State within 30
2619	days after the effective date of the notice, it is timely
2620	delivered.
2621	(5)  If a filed annual report contains the address of a
2622	designated office, name of a registered agent, or registered
2623	office address which differs from the information shown in the
2624	records of the Department of State immediately before the filing,
2625	the differing information in the annual report is considered a
2626	statement of change under s. 620.1115.
2627	620.1301  Becoming limited partner.--A person becomes a
2628	limited partner:
2629	(1)  As provided in the partnership agreement;
2630	(2)  As the result of a conversion or merger involving the
2631	limited partnership under this act as provided in the plan of
2632	conversion or merger; or
2633	(3)  With the consent of all the partners.
2634	620.1302  No right or power as limited partner to bind
2635	limited partnership; certain approval rights.--
2636	(1)  A limited partner does not have the right or the power
2637	as a limited partner to act for or bind the limited partnership.
2638	(2)  The limited partners have only those approval rights as
2639	are described in s. 620.1406.
2640	620.1303  No liability as limited partner for limited
2641	partnership obligations.--An obligation of a limited
2642	partnership, whether arising in contract, tort, or otherwise, is
2643	not the obligation of a limited partner. A limited partner is
2644	not personally liable, directly or indirectly, by way of
2645	contribution or otherwise, for an obligation of the limited
2646	partnership solely by reason of being a limited partner, even if
2647	the limited partner participates in the management and control
2648	of the limited partnership.
2649	620.1304  Right of limited partner and former limited
2650	partner to information.--
2651	(1)  Upon 10 days' demand, made in a record received by the
2652	limited partnership, a limited partner may inspect and copy
2653	required information during regular business hours in the
2654	limited partnership's designated office. The limited partner
2655	need not have any particular purpose for seeking the
2656	information.
2657	(2)  During regular business hours and at a reasonable
2658	location specified by the limited partnership, a limited partner
2659	may obtain from the limited partnership and inspect and copy true
2660	and full information regarding the state of the activities and
2661	financial condition of the limited partnership and other
2662	information regarding the activities of the limited partnership
2663	as is just and reasonable if:
2664	(a)  The limited partner seeks the information for a purpose
2665	reasonably related to the limited partner's interest as a limited
2666	partner.
2667	(b)  The limited partner makes a demand in a record received
2668	by the limited partnership, describing with reasonable
2669	particularity the information sought and the purpose for seeking
2670	the information.
2671	(c)  The information sought is directly connected to the
2672	limited partner's purpose.
2673	(3)  Within 10 days after receiving a demand pursuant to
2674	subsection (2), the limited partnership in a record shall inform
2675	the limited partner that made the demand:
2676	(a)  What information the limited partnership will provide
2677	in response to the demand.
2678	(b)  When and where the limited partnership will provide the
2679	information.
2680	(c)  If the limited partnership declines to provide any
2681	demanded information, the limited partnership's reasons for
2682	declining.
2683	(4)  Subject to subsection (6), a person dissociated as a
2684	limited partner may inspect and copy required information during
2685	regular business hours in the limited partnership's designated
2686	office if:
2687	(a)  The information pertains to the period during which the
2688	person was a limited partner.
2689	(b)  The person seeks the information in good faith.
2690	(c)  The person meets the requirements of subsection (2).
2691	(5)  The limited partnership shall respond to a demand made
2692	pursuant to subsection (4) in the same manner as provided in
2693	subsection (3).
2694	(6)  If a limited partner dies, s. 620.1704 applies.
2695	(7)  Subject to s. 620.1110(2)(d), the limited partnership
2696	may impose reasonable restrictions on the use of information
2697	obtained under this section. In a dispute concerning the
2698	reasonableness of a restriction under this subsection, the
2699	limited partnership has the burden of proving reasonableness.
2700	(8)  A limited partnership may charge a person that makes a
2701	demand under this section reasonable costs of copying, limited to
2702	the costs of labor and material.
2703	(9)  Whenever this act or a partnership agreement provides
2704	for a limited partner to give or withhold consent to a matter,
2705	before the consent is given or withheld, the limited partnership
2706	shall, without demand, provide the limited partner with all
2707	information material to the limited partner's decision that the
2708	limited partnership knows.
2709	(10)  A limited partner or person dissociated as a limited
2710	partner may exercise the rights under this section through an
2711	attorney or other agent. Any restriction imposed under subsection
2712	(7) or by the partnership agreement applies both to the attorney
2713	or other agent and to the limited partner or person dissociated
2714	as a limited partner.
2715	(11)  The rights stated in this section do not extend to a
2716	person as transferee but may be exercised by the legal
2717	representative of an individual under legal disability who is a
2718	limited partner or person dissociated as a limited partner.
2719	620.1305  Limited duties of limited partners.--
2720	(1)  A limited partner does not have any fiduciary duty to
2721	the limited partnership or to any other partner solely by reason
2722	of being a limited partner. To the extent a limited partner is
2723	vested with or delegated management powers or duties under the
2724	partnership agreement, the only fiduciary duties that such
2725	limited partner has to the limited partnership and the other
2726	partners with respect to the exercise of such powers or duties
2727	are those duties described in s. 620.1408, subject to the same
2728	standards and limitations that would apply to a general partner
2729	under that section with respect to the exercise of such powers or
2730	duties.
2731	(2)  A limited partner shall discharge the duties to the
2732	limited partnership and the other partners under this act or
2733	under the partnership agreement and exercise any rights
2734	consistently with the obligation of good faith and fair dealing.
2735	(3)  A limited partner does not violate a duty or obligation
2736	under this act or under the partnership agreement merely because
2737	the limited partner's conduct furthers the limited partner's own
2738	interest.
2739	620.1306  Person erroneously believing self to be limited
2740	partner.--
2741	(1)  Except as otherwise provided in subsection (2), a
2742	person that makes an investment in a business enterprise and
2743	erroneously but in good faith believes that the person has become
2744	a limited partner in the enterprise is not liable for the
2745	enterprise's obligations by reason of making the investment,
2746	receiving distributions from the enterprise, or exercising any
2747	rights of or appropriate to a limited partner, if, on
2748	ascertaining the mistake, the person:
2749	(a)  Causes an appropriate certificate of limited
2750	partnership, amendment, or statement of correction to be signed
2751	and delivered to the Department of State for filing; or
2752	(b)  Withdraws from future participation as an owner in the
2753	enterprise by signing and delivering to the Department of State
2754	for filing a statement of withdrawal under this section.
2755	(2)  A person that makes an investment described in
2756	subsection (1) is liable to the same extent as a general partner
2757	to any third party that enters into a transaction with the
2758	enterprise, believing in good faith that the person is a general
2759	partner, before the Department of State files a statement of
2760	withdrawal, certificate of limited partnership, amendment, or
2761	statement of correction to show that the person is not a general
2762	partner.
2763	(3)  If a person makes a diligent effort in good faith to
2764	comply with paragraph (1)(a) and is unable to cause the
2765	appropriate certificate of limited partnership, amendment, or
2766	statement of correction to be signed and delivered to the
2767	Department of State for filing, the person has the right to
2768	withdraw from the enterprise pursuant to paragraph (1)(b) even if
2769	the withdrawal would otherwise breach an agreement with others
2770	that are or have agreed to become coowners of the enterprise.
2771	620.1401  Becoming general partner.--A person becomes a
2772	general partner:
2773	(1)  As provided in the partnership agreement;
2774	(2)  Under s. 620.1801(1)(c) following the dissociation of a
2775	limited partnership's last general partner;
2776	(3)  As the result of a conversion or merger involving the
2777	limited partnership under this act as provided for in the plan of
2778	conversion or merger; or
2779	(4)  With the consent of all the partners.
2780	620.1402  General partner agent of limited partnership.--
2781	(1)  Each general partner is an agent of the limited
2782	partnership for the purposes of its activities. An act of a
2783	general partner, including the signing of a record in the
2784	partnership's name, for apparently carrying on in the ordinary
2785	course the limited partnership's activities or activities of the
2786	kind carried on by the limited partnership binds the limited
2787	partnership, unless the general partner did not have authority to
2788	act for the limited partnership in the particular matter and the
2789	person with which the general partner was dealing knew, had
2790	received a notification, or had notice under s. 620.1103(4) that
2791	the general partner lacked authority.
2792	(2)  An act of a general partner which is not apparently
2793	for carrying on in the ordinary course the limited partnership's
2794	activities or activities of the kind carried on by the limited
2795	partnership binds the limited partnership only if the act was
2796	approved by the other partners as provided in s. 620.1406.
2797	620.1403  Limited partnership liable for general partner's
2798	actionable conduct.--
2799	(1)  A limited partnership is liable for loss or injury
2800	caused to a person, or for a penalty incurred, as a result of a
2801	wrongful act or omission, or other actionable conduct, of a
2802	general partner acting in the ordinary course of activities of
2803	the limited partnership or with authority of the limited
2804	partnership.
2805	(2)  If, in the course of the limited partnership's
2806	activities or while acting with authority of the limited
2807	partnership, a general partner receives or causes the limited
2808	partnership to receive money or property of a person not a
2809	partner, and the money or property is misapplied by a general
2810	partner, the limited partnership is liable for the loss.
2811	620.1404  General partner's liability.--
2812	(1)  Except as otherwise provided in subsections (2) and
2813	(3), all general partners are liable jointly and severally for
2814	all obligations of the limited partnership unless otherwise
2815	agreed by the claimant or provided by law.
2816	(2)  A person that becomes a general partner of an existing
2817	limited partnership is not personally liable for an obligation of
2818	a limited partnership incurred before the person became a general
2819	partner.
2820	(3)  An obligation of a limited partnership incurred while
2821	the limited partnership is a limited liability limited
2822	partnership, whether arising in contract, tort, or otherwise, is
2823	solely the obligation of the limited partnership. A general
2824	partner is not personally liable, directly or indirectly, by way
2825	of contribution or otherwise, for such an obligation solely by
2826	reason of being or acting as a general partner. This subsection
2827	applies despite anything inconsistent in the partnership
2828	agreement that existed immediately before the consent required to
2829	become a limited liability limited partnership under s. 620.1406.
2830	620.1405  Actions by and against partnership and partners.--
2831	(1)  To the extent not inconsistent with s. 620.1404, a
2832	general partner may be joined in an action against the limited
2833	partnership or named in a separate action.
2834	(2)  A judgment against a limited partnership is not by
2835	itself a judgment against a general partner. A judgment against a
2836	limited partnership may not be satisfied from a general partner's
2837	assets unless there is also a judgment against the general
2838	partner.
2839	(3)  A judgment creditor of a general partner may not levy
2840	execution against the assets of the general partner to satisfy a
2841	judgment based on a claim against the limited partnership, unless
2842	the partner is personally liable for the claim under s. 620.1404
2843	and:
2844	(a)  A judgment based on the same claim has been obtained
2845	against the limited partnership and a writ of execution on the
2846	judgment has been returned unsatisfied in whole or in part;
2847	(b)  The limited partnership is a debtor in bankruptcy;
2848	(c)  The general partner has agreed that the creditor need
2849	not exhaust limited partnership assets;
2850	(d)  A court grants permission to the judgment creditor to
2851	levy execution against the assets of a general partner based on a
2852	finding that limited partnership assets subject to execution are
2853	clearly insufficient to satisfy the judgment, that exhaustion of
2854	limited partnership assets is excessively burdensome, or that the
2855	grant of permission is an appropriate exercise of the court's
2856	equitable powers; or
2857	(e)  Liability is imposed on the general partner by law or
2858	contract independent of the existence of the limited partnership.
2859	620.1406  Management rights of general partner; approval
2860	rights of other partners.--
2861	(1)  Each general partner has equal rights in the management
2862	and conduct of the limited partnership's activities. Any matter
2863	relating to the activities of the limited partnership may be
2864	exclusively decided by the general partner or, if there is more
2865	than one general partner, by a majority of the general partners,
2866	except that the following actions require the approval of all
2867	general partners:
2868	(a)  Amending the partnership agreement or the certificate
2869	of limited partnership, including any statement changing the
2870	status of the limited partnership to a limited liability limited
2871	partnership or deleting a statement that the limited partnership
2872	is a limited liability limited partnership.
2873	(b)  Admitting a limited partner under s. 620.1301.
2874	(c)  Admitting a general partner under s. 620.1401.
2875	(d)  Compromising a partner's obligation to make
2876	contributions under s. 620.1502 or return an improper
2877	distribution under s. 620.1508.
2878	(e)  Expelling a limited partner under s. 620.1601.
2879	(f)  Redeeming a transferable interest subject to a
2880	charging order under s. 620.1703.
2881	(g)  Dissolving the limited partnership under s. 620.1801.
2882	(h)  Approving a plan of conversion under s. 620.2103 or a
2883	plan of merger under s. 620.2107.
2884	(i)  Selling, leasing, exchanging, or otherwise disposing
2885	of all, or substantially all, of the limited partnership's
2886	property, with or without good will, other than in the usual and
2887	regular course of the limited partnership's activities.
2888	(2)  The expulsion of a general partner under s. 620.1603
2889	shall require the consent of all of the other general partners.
2890	(3)  In addition to the approval of the general partners
2891	required by subsections (1) and (2), the approval of all limited
2892	partners shall be required to take any of the actions under
2893	subsection (1) or subsection (2) with the exception of a
2894	transaction described in paragraph (1)(h) or a transaction
2895	described in paragraph (1)(i).
2896	(4)  The approval of a plan of conversion under s. 620.2103
2897	or a plan of merger under s. 620.2107 shall require the consent
2898	of the limited partners in the manner described therein.
2899	(5)  A transaction described in paragraph (1)(i) shall
2900	require approval of limited partners owning a majority of the
2901	rights to receive distributions as limited partners at the time
2902	the consent is to be effective
2903	(6)  A limited partnership shall reimburse a general partner
2904	for payments made and indemnify a general partner for liabilities
2905	incurred by the general partner in the ordinary course of the
2906	activities of the partnership or for the preservation of its
2907	activities or property if such payments were made or such
2908	liabilities were incurred in good faith and either in the
2909	furtherance of the limited partnership's purposes or the ordinary
2910	scope of its activities.
2911	(7)  A limited partnership shall reimburse a general partner
2912	for an advance to the limited partnership beyond the amount of
2913	capital the general partner agreed to contribute.
2914	(8)  A payment or advance made by a general partner which
2915	gives rise to an obligation of the limited partnership under
2916	subsection (6) or subsection (7) constitutes a loan to the
2917	limited partnership which accrues interest from the date of the
2918	payment or advance.
2919	(9)  A general partner is not entitled to remuneration for
2920	services performed for the partnership.
2921	620.1407  Right of general partner and former general
2922	partner to information.--
2923	(1)  A general partner, without having any particular
2924	purpose for seeking the information, may inspect and copy during
2925	regular business hours:
2926	(a)  In the limited partnership's designated office,
2927	required information.
2928	(b)  At a reasonable location specified by the limited
2929	partnership, any other records maintained by the limited
2930	partnership regarding the limited partnership's activities and
2931	financial condition.
2932	(2)  Each general partner and the limited partnership shall
2933	furnish to a general partner:
2934	(a)  Without demand, any information concerning the limited
2935	partnership's activities, reasonably required for the proper
2936	exercise of the general partner's rights and duties under the
2937	partnership agreement or this act.
2938	(b)  On demand, any other information concerning the limited
2939	partnership's activities, except to the extent the demand or the
2940	information demanded is unreasonable or otherwise improper under
2941	the circumstances.
2942	(3)  Subject to subsection (5), upon 10 days' demand made in
2943	a record received by the limited partnership, a person
2944	dissociated as a general partner may have access to the
2945	information and records described in subsection (1) at the
2946	location specified in subsection (1) if:
2947	(a)  The information or record pertains to the period during
2948	which the person was a general partner.
2949	(b)  The person seeks the information or record in good
2950	faith.
2951	(c)  The person satisfies the requirements imposed on a
2952	limited partner by s. 620.1304(2).
2953	(4)  The limited partnership shall respond to a demand made
2954	pursuant to subsection (3) in the same manner as provided in s.
2955	620.1304(3).
2956	(5)  If a general partner dies, s. 620.1704 applies.
2957	(6)  The limited partnership may impose reasonable
2958	restrictions on the use of information under this section. In any
2959	dispute concerning the reasonableness of a restriction under this
2960	subsection, the limited partnership has the burden of proving
2961	reasonableness.
2962	(7)  A limited partnership may charge a person dissociated
2963	as a general partner that makes a demand under this section
2964	reasonable costs of copying, limited to the costs of labor and
2965	material.
2966	(8)  A general partner or person dissociated as a general
2967	partner may exercise the rights under this section through an
2968	attorney or other agent. Any restriction imposed under subsection
2969	(6) or by the partnership agreement applies both to the attorney
2970	or other agent and to the general partner or person dissociated
2971	as a general partner.
2972	(9)  The rights under this section do not extend to a person
2973	as transferee, but the rights under subsection (3) of a person
2974	dissociated as a general partner may be exercised by the legal
2975	representative of an individual who dissociated as a general
2976	partner under s. 620.603(7)(b) or (c).
2977	620.1408  General standards of conduct for general
2978	partner.--
2979	(1)  The only fiduciary duties that a general partner has to
2980	the limited partnership and the other partners are the duties of
2981	loyalty and care under subsections (2) and (3).
2982	(2)  A general partner's duty of loyalty to the limited
2983	partnership and the other partners is limited to the following:
2984	(a)  To account to the limited partnership and hold as
2985	trustee for it any property, profit, or benefit derived by the
2986	general partner in the conduct and winding up of the limited
2987	partnership's activities or derived from a use by the general
2988	partner of limited partnership property, including the
2989	appropriation of a limited partnership opportunity.
2990	(b)  To refrain from dealing with the limited partnership in
2991	the conduct or winding up of the limited partnership's activities
2992	as or on behalf of a party having an interest adverse to the
2993	limited partnership.
2994	(c)  To refrain from competing with the limited partnership
2995	in the conduct of the limited partnership's activities.
2996	(3)  A general partner's duty of care to the limited
2997	partnership and the other partners in the conduct and winding up
2998	of the limited partnership's activities is limited to refraining
2999	from engaging in grossly negligent or reckless conduct,
3000	intentional misconduct, or a knowing violation of law.
3001	(4)  A general partner shall discharge the duties to the
3002	partnership and the other partners under this act or under the
3003	partnership agreement and exercise any rights consistently with
3004	the obligation of good faith and fair dealing.
3005	(5)  A general partner does not violate a duty or obligation
3006	under this act or under the partnership agreement merely because
3007	the general partner's conduct furthers the general partner's own
3008	interest.
3009	620.1501  Form of contribution.--A contribution of a partner
3010	may consist of tangible or intangible property or other benefit
3011	to the limited partnership, including money, services performed,
3012	promissory notes, other agreements to contribute cash or
3013	property, and contracts for services to be performed.
3014	620.1502  Liability for contribution.--
3015	(1)  A partner's obligation to contribute money or other
3016	property or other benefit to, or to perform services for, a
3017	limited partnership shall be in a record signed by the partner,
3018	and such obligation shall not be excused by the partner's death,
3019	disability, or other inability to perform personally.
3020	(2)  If a partner does not make a promised nonmonetary
3021	contribution, the partner is obligated at the option of the
3022	limited partnership to contribute money equal to that portion of
3023	the value, as stated in the required information, of the stated
3024	contribution which has not been made.
3025	(3)  The obligation of a partner to make a contribution or
3026	return money or other property paid or distributed in violation
3027	of this act may be compromised only by consent of all partners. A
3028	creditor of a limited partnership which extends credit or
3029	otherwise acts in reliance on an obligation described in
3030	subsection (1), without notice of any compromise under this
3031	subsection, may enforce the original obligation.
3032	(4)  A partnership agreement may provide that the interest
3033	of any partner who fails to make any contribution that the
3034	partner is obligated to make shall be subject to specified
3035	penalties for, or specified consequences of, such failure. Such
3036	penalty or consequence may take the form of reducing the
3037	partner's proportionate interest in the limited partnership,
3038	subordinating the partner's partnership interests to that of
3039	nondefaulting partners, a forced sale, or the forfeiture of the
3040	partner's interest in the limited partnership, the lending by
3041	other partners of the amount necessary to meet the partner's
3042	commitment, a fixing of the value of the partner's interest in
3043	the limited partnership by appraisal or by formula and redemption
3044	or sale of such interest at such value, or other penalty or
3045	consequence.
3046	620.1503  Sharing of profits, losses, and distributions.--
3047	(1)  Profits and losses of a limited partnership shall be
3048	allocated among the partners on the basis of the value, as stated
3049	in the required records when the limited partnership makes the
3050	allocations, of the contributions the limited partnership has
3051	received from each partner.
3052	(2)  Distributions by a limited partnership shall be shared
3053	by the partners on the basis of the value, as stated in the
3054	required records when the limited partnership decides to make the
3055	distribution, of the contributions the limited partnership has
3056	received from each partner.
3057	620.1504  Interim distributions.--A partner does not have a
3058	right to any distribution before the dissolution and winding up
3059	of the limited partnership unless the limited partnership decides
3060	to make an interim distribution.
3061	620.1505  No distribution on account of dissociation.--A
3062	person does not have a right to receive a distribution on account
3063	of dissociation.
3064	620.1506  Distribution in kind.--A partner does not have a
3065	right to demand or receive any distribution from a limited
3066	partnership in any form other than cash. Subject to s. 620.1813,
3067	a limited partnership may distribute an asset in kind to the
3068	extent each partner receives a percentage of the asset equal to
3069	the partner's share of distributions.
3070	620.1507  Right to distribution.--When a partner or
3071	transferee becomes entitled to receive a distribution, the
3072	partner or transferee has the status of, and is entitled to all
3073	remedies available to, a creditor of the limited partnership
3074	with respect to the distribution. However, the limited
3075	partnership's obligation to make a distribution is subject to
3076	offset for any amount owed to the limited partnership by the
3077	partner or dissociated partner on whose account the distribution
3078	is made.
3079	620.1508  Limitations on distribution.--
3080	(1)  A limited partnership may not make a distribution in
3081	violation of the partnership agreement.
3082	(2)  A limited partnership may not make a distribution if
3083	after the distribution:
3084	(a)  The limited partnership would not be able to pay its
3085	debts as they become due in the ordinary course of the limited
3086	partnership's activities; or
3087	(b)  The limited partnership's total assets would be less
3088	than the sum of its total liabilities plus the amount that would
3089	be needed, if the limited partnership were to be dissolved, wound
3090	up, and terminated at the time of the distribution, to satisfy
3091	the preferential rights upon dissolution, winding up, and
3092	termination of partners whose preferential rights are superior to
3093	those of persons receiving the distribution.
3094	(3)  A limited partnership may base a determination that a
3095	distribution is not prohibited under subsection (2) on financial
3096	statements prepared on the basis of accounting practices and
3097	principles that are reasonable in the circumstances or on a fair
3098	valuation or other method that is reasonable in the
3099	circumstances.
3100	(4)  Except as otherwise provided in subsection (7), the
3101	effect of a distribution under subsection (2) is measured:
3102	(a)  In the case of distribution by purchase, redemption, or
3103	other acquisition of a transferable interest in the limited
3104	partnership, as of the date money or other property is
3105	transferred or debt incurred by the limited partnership.
3106	(b)  In all other cases, as of the date:
3107	1.  The distribution is authorized, if the payment occurs
3108	within 120 days after that date; or
3109	2.  The payment is made, if payment occurs more than 120
3110	days after the distribution is authorized.
3111	(5)  A limited partnership's indebtedness to a partner
3112	incurred by reason of a distribution made in accordance with this
3113	section is at parity with the limited partnership's indebtedness
3114	to its general, unsecured creditors.
3115	(6)  A limited partnership's indebtedness, including
3116	indebtedness issued in connection with or as part of a
3117	distribution, is not considered a liability for purposes of
3118	subsection (2) if the terms of the indebtedness provide that
3119	payment of principal and interest are made only to the extent
3120	that a distribution could then be made to partners under this
3121	section.
3122	(7)  If indebtedness is issued as a distribution, each
3123	payment of principal or interest on the indebtedness is treated
3124	as a distribution, the effect of which is measured on the date
3125	the payment is made.
3126	620.1509  Liability for improper distributions.--
3127	(1)  A general partner that consents to a distribution made
3128	in violation of s. 620.1508 is personally liable to the limited
3129	partnership for the amount of the distribution which exceeds the
3130	amount that could have been distributed without the violation if
3131	it is established that in consenting to the distribution the
3132	general partner failed to comply with s. 620.1408.
3133	(2)  A partner or transferee that received a distribution
3134	knowing that the distribution to that partner or transferee was
3135	made in violation of s. 620.1508 is personally liable to the
3136	limited partnership but only to the extent that the distribution
3137	received by the partner or transferee exceeded the amount that
3138	could have been properly paid under s. 620.1508.
3139	(3)  A general partner against which an action is commenced
3140	under subsection (1) may:
3141	(a)  Implead in the action any other person that is liable
3142	under subsection (1) and compel contribution from the person.
3143	(b)  Implead in the action any person that received a
3144	distribution in violation of subsection (2) and compel
3145	contribution from the person in the amount the person received in
3146	violation of subsection (2).
3147	(4)  An action under this section is barred if it is not
3148	commenced within 2 years after the distribution.
3149	620.1601  Dissociation as limited partner.--
3150	(1)  A person does not have a right to dissociate as a
3151	limited partner before the termination of the limited
3152	partnership.
3153	(2)  A person is dissociated from a limited partnership as a
3154	limited partner upon the occurrence of any of the following
3155	events:
3156	(a)  The limited partnership's having notice of the person's
3157	express will to withdraw as a limited partner or on a later date
3158	specified by the person;
3159	(b)  An event agreed to in the partnership agreement as
3160	causing the person's dissociation as a limited partner;
3161	(c)  The person's expulsion as a limited partner pursuant to
3162	the partnership agreement;
3163	(d)  The person's expulsion as a limited partner by the
3164	unanimous consent of the other partners if:
3165	1.  It is unlawful to carry on the limited partnership's
3166	activities with the person as a limited partner;
3167	2.  There has been a transfer of all of the person's
3168	transferable interest in the limited partnership, other than a
3169	transfer for security purposes, or a court order charging the
3170	person's interest, which has not been foreclosed;
3171	3.  The person is a corporation and, within 90 days after
3172	the limited partnership notifies the person that the corporation
3173	will be expelled as a limited partner because the corporation has
3174	filed a certificate of dissolution or the equivalent, the
3175	corporation's charter has been revoked, or its right to conduct
3176	business has been suspended by the jurisdiction of its
3177	incorporation, and there is no revocation of the certificate of
3178	dissolution or no reinstatement of its charter or its right to
3179	conduct business; or
3180	4.  The person is a limited liability company or partnership
3181	that has been dissolved and whose business is being wound up;
3182	(e)  On application by the limited partnership, the person's
3183	expulsion as a limited partner by judicial determination because:
3184	1.  The person engaged in wrongful conduct that adversely
3185	and materially affected the limited partnership's activities;
3186	2.  The person willfully or persistently committed a
3187	material breach of the partnership agreement, any duty the person
3188	may have under s. 620.1305(1), or the obligation of good faith
3189	and fair dealing under s. 620.1305(2); or
3190	3.  The person engaged in conduct relating to the limited
3191	partnership's activities which makes it not reasonably
3192	practicable to carry on the activities with the person as limited
3193	partner;
3194	(f)  In the case of a person who is an individual, the
3195	person's death;
3196	(g)  In the case of a person that is a trust or is acting as
3197	a limited partner by virtue of being a trustee of a trust,
3198	distribution of the trust's entire transferable interest in the
3199	limited partnership, but not merely by reason of the substitution
3200	of a successor trustee;
3201	(h)  In the case of a person that is an estate or is acting
3202	as a limited partner by virtue of being a personal representative
3203	of an estate, distribution of the estate's entire transferable
3204	interest in the limited partnership, but not merely by reason of
3205	the substitution of a successor personal representative;
3206	(i)  Termination of a limited partner that is not an
3207	individual, partnership, limited liability company, corporation,
3208	trust, or estate; or
3209	(j)  The limited partnership's participation in a conversion
3210	or merger under this act, if the limited partnership:
3211	1.  Is not the converted or surviving entity; or
3212	2.  Is the converted or surviving entity but, as a result of
3213	the conversion or merger, the person ceases to be a limited
3214	partner.
3215	620.1602  Effect of dissociation as limited partner.--
3216	(1)  Upon a person's dissociation as a limited partner:
3217	(a)  Subject to s. 620.1704, the person does not have
3218	further rights as a limited partner.
3219	(b)  The person's obligation of good faith and fair dealing
3220	as a limited partner under s. 620.1305(2) continues only as to
3221	matters arising and events occurring before the dissociation and
3222	such person's duties, if any, under s. 620.1305(1) terminate or
3223	continue in the same manner as provided in s. 620.1605(1)(b) and
3224	(c).
3225	(c)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3226	transferable interest owned by the person in the person's
3227	capacity as a limited partner immediately before dissociation is
3228	owned by the person as a mere transferee.
3229	(2)  A person's dissociation as a limited partner does not
3230	of itself discharge the person from any obligation to the limited
3231	partnership or the other partners which the person incurred while
3232	a limited partner.
3233	620.1603  Dissociation as general partner.--A person is
3234	dissociated from a limited partnership as a general partner upon
3235	the occurrence of any of the following events:
3236	(1)  The limited partnership's having notice of the person's
3237	express will to withdraw as a general partner or on a later date
3238	specified by the person;
3239	(2)  An event agreed to in the partnership agreement as
3240	causing the person's dissociation as a general partner;
3241	(3)  The person's expulsion as a general partner pursuant to
3242	the partnership agreement;
3243	(4)  The person's expulsion as a general partner by the
3244	unanimous consent of the other partners if:
3245	(a)  It is unlawful to carry on the limited partnership's
3246	activities with the person as a general partner;
3247	(b)  There has been a transfer of all or substantially all
3248	of the person's transferable interest in the limited partnership,
3249	other than a transfer for security purposes, or a court order
3250	charging the person's interest, which has not been foreclosed;
3251	(c)  The person is a corporation and, within 90 days after
3252	the limited partnership notifies the person that the corporation
3253	will be expelled as a general partner because the corporation has
3254	filed a certificate of dissolution or the equivalent, the
3255	corporation's charter has been revoked, or its right to conduct
3256	business has been suspended by the jurisdiction of its
3257	incorporation, and there is no revocation of the certificate of
3258	dissolution or no reinstatement of its charter or its right to
3259	conduct business; or
3260	(d)  The person is a limited liability company or
3261	partnership that has been dissolved and whose business is being
3262	wound up;
3263	(5)  On application by the limited partnership, the person's
3264	expulsion as a general partner by judicial determination because:
3265	(a)  The person engaged in wrongful conduct that adversely
3266	and materially affected the limited partnership activities;
3267	(b)  The person willfully or persistently committed a
3268	material breach of the partnership agreement or of a duty owed to
3269	the partnership or the other partners under s. 620.1408; or
3270	(c)  The person engaged in conduct relating to the limited
3271	partnership's activities which makes it not reasonably
3272	practicable to carry on the activities of the limited partnership
3273	with the person as a general partner;
3274	(6)  The person's:
3275	(a)  Becoming a debtor in bankruptcy;
3276	(b)  Execution of an assignment for the benefit of
3277	creditors;
3278	(c)  Seeking, consenting to, or acquiescing in the
3279	appointment of a trustee, receiver, or liquidator of the person
3280	or of all or substantially all of the person's property; or
3281	(d)  Failure, within 90 days after the appointment, to have
3282	vacated or stayed the appointment of a trustee, receiver, or
3283	liquidator of the general partner or of all or substantially all
3284	of the person's property obtained without the person's consent or
3285	acquiescence, or failing within 90 days after the expiration of a
3286	stay to have the appointment vacated;
3287	(7)  In the case of a person who is an individual:
3288	(a)  The person's death;
3289	(b)  The appointment of a guardian or general conservator
3290	for the person; or
3291	(c)  A judicial determination that the person has otherwise
3292	become incapable of performing the person's duties as a general
3293	partner under the partnership agreement;
3294	(8)  In the case of a person that is a trust or is acting as
3295	a general partner by virtue of being a trustee of a trust,
3296	distribution of the trust's entire transferable interest in the
3297	limited partnership, but not merely by reason of the substitution
3298	of a successor trustee;
3299	(9)  In the case of a person that is an estate or is acting
3300	as a general partner by virtue of being a personal representative
3301	of an estate, distribution of the estate's entire transferable
3302	interest in the limited partnership, but not merely by reason of
3303	the substitution of a successor personal representative;
3304	(10)  Termination of a general partner that is not an
3305	individual, partnership, limited liability company, corporation,
3306	trust, or estate; or
3307	(11)  The limited partnership's participation in a
3308	conversion or merger under this act, if the limited partnership:
3309	(a)  Is not the converted or surviving entity; or
3310	(b)  Is the converted or surviving entity but, as a result
3311	of the conversion or merger, the person ceases to be a general
3312	partner.
3313	620.1604  Person's power to dissociate as general partner;
3314	wrongful dissociation.--
3315	(1)  A person has the power to dissociate as a general
3316	partner at any time, rightfully or wrongfully, by express will
3317	pursuant to s. 620.1603(1).
3318	(2)  A person's dissociation as a general partner is
3319	wrongful only if:
3320	(a)  It is in breach of an express provision of the
3321	partnership agreement; or
3322	(b)  It occurs before the termination of the limited
3323	partnership, and:
3324	1.  The person withdraws as a general partner by express
3325	will;
3326	2.  The person is expelled as a general partner by judicial
3327	determination under s. 620.1603(5);
3328	3.  The person is dissociated as a general partner by
3329	becoming a debtor in bankruptcy; or
3330	4.  In the case of a person that is not an individual, trust
3331	other than a business trust, or estate, the person is expelled or
3332	otherwise dissociated as a general partner because it willfully
3333	dissolved or terminated.
3334	(3)  A person that wrongfully dissociates as a general
3335	partner is liable to the limited partnership and, subject to s.
3336	620.2001, to the other partners for damages caused by the
3337	dissociation. The liability is in addition to any other
3338	obligation of the general partner to the limited partnership or
3339	to the other partners.
3340	620.1605  Effect of dissociation as general partner.--
3341	(1)  Upon a person's dissociation as a general partner:
3342	(a)  The person's right to participate as a general partner
3343	in the management and conduct of the partnership's activities
3344	terminates.
3345	(b)  The person's duty of loyalty as a general partner under
3346	s. 620.1408(2)(c) terminates.
3347	(c)  The person's duty of loyalty as a general partner under
3348	s. 620.1408(2)(a) and (b) and duty of care under s. 620.1408(3)
3349	continue only with regard to matters arising and events occurring
3350	before the person's dissociation as a general partner.
3351	(2)  The person may sign and deliver to the Department of
3352	State for filing a statement of dissociation pertaining to the
3353	person and, at the request of the limited partnership, shall sign
3354	an amendment to the certificate of limited partnership which
3355	states that the person has dissociated.
3356	(3)  Subject to s. 620.1704 and ss. 620.2101-620.2125, any
3357	transferable interest owned by the person immediately before
3358	dissociation in the person's capacity as a general partner is
3359	owned by the person as a mere transferee.
3360	(4)  A person's dissociation as a general partner does not
3361	of itself discharge the person from any obligation to the limited
3362	partnership or the other partners which the person incurred while
3363	a general partner.
3364	620.1606  Power to bind and liability to limited partnership
3365	before dissolution of partnership of person dissociated as
3366	general partner.--
3367	(1)  After a person is dissociated as a general partner and
3368	before the limited partnership is dissolved, converted under s.
3369	620.2102, or merged out of existence under s. 620.2106, the
3370	limited partnership is bound by an act of the person only if:
3371	(a)  The act would have bound the limited partnership under
3372	s. 620.1402 before the dissociation.
3373	(b)  At the time the other party enters into the
3374	transaction:
3375	1.  Less than 2 years have passed since the dissociation.
3376	2.  The other party does not have notice of the dissociation
3377	and reasonably believes that the person is a general partner.
3378	(2)  If a limited partnership is bound under subsection (1),
3379	the person dissociated as a general partner which caused the
3380	limited partnership to be bound is liable:
3381	(a)  To the limited partnership for any damage caused to the
3382	limited partnership arising from the obligation incurred under
3383	subsection (1).
3384	(b)  If a general partner or another person dissociated as a
3385	general partner is liable for the obligation, to the general
3386	partner or other person for any damage caused to the general
3387	partner or other person arising from the liability.
3388	620.1607  Liability to other persons of person dissociated
3389	as general partner.--
3390	(1)  A person's dissociation as a general partner does not
3391	of itself discharge the person's liability as a general partner
3392	for an obligation of the limited partnership incurred before
3393	dissociation. Except as otherwise provided in subsections (2) and
3394	(3), the person is not liable for a limited partnership's
3395	obligation incurred after dissociation.
3396	(2)  A person whose dissociation as a general partner
3397	resulted in a dissolution and winding up of the limited
3398	partnership's activities is liable to the same extent as a
3399	general partner under s. 620.1404 on an obligation incurred by
3400	the limited partnership under s. 620.1804.
3401	(3)  A person that has dissociated as a general partner but
3402	whose dissociation did not result in a dissolution and winding up
3403	of the limited partnership's activities is liable on a
3404	transaction entered into by the limited partnership after the
3405	dissociation only if:
3406	(a)  A general partner would be liable on the transaction.
3407	(b)  At the time the other party enters into the
3408	transaction:
3409	1.  Less than 2 years have passed since the dissociation.
3410	2.  The other party does not have notice of the dissociation
3411	and reasonably believes that the person is a general partner.
3412	(4)  By agreement with a creditor of a limited partnership
3413	and the limited partnership, a person dissociated as a general
3414	partner may be released from liability for an obligation of the
3415	limited partnership.
3416	(5)  A person dissociated as a general partner is released
3417	from liability for an obligation of the limited partnership if
3418	the limited partnership's creditor, with notice of the person's
3419	dissociation as a general partner but without the person's
3420	consent, agrees to a material alteration in the nature or time of
3421	payment of the obligation.
3422	620.1701  Partner's transferable interest; certificates.--
3423	(1)  The only interest of a partner which is transferable is
3424	the partner's transferable interest. A transferable interest is
3425	personal property.
3426	(2)  The partnership agreement may provide that a partner's
3427	interest in a limited partnership may be evidenced by a
3428	certificate issued by the limited partnership and may also
3429	provide for the assignment or transfer of any interest in the
3430	limited partnership represented by such a certificate and make
3431	other provisions with respect to such certificates.
3432	620.1702  Transfer of partner's transferable interest.--
3433	(1)  A transfer, in whole or in part, of a partner's
3434	transferable interest:
3435	(a)  Is permissible.
3436	(b)  Does not by itself cause the partner's dissociation or
3437	a dissolution and winding up of the limited partnership's
3438	activities.
3439	(c)  Does not, as against the other partners or the limited
3440	partnership, entitle the transferee to participate in the
3441	management or conduct of the limited partnership's activities, to
3442	require access to any information to which a limited partner
3443	would otherwise have access under s. 620.1304, except as
3444	otherwise provided in subsection (3), or to inspect or copy the
3445	required information or the limited partnership's other records.
3446	(2)  A transferee has a right to receive, in accordance with
3447	the transfer:
3448	(a)  Distributions to which the transferor would otherwise
3449	be entitled.
3450	(b)  Upon the dissolution and winding up of the limited
3451	partnership's activities the net amount otherwise distributable
3452	to the transferor.
3453	(3)  In a dissolution and winding up, a transferee is
3454	entitled to an account of the limited partnership's transactions
3455	only from the date of dissolution.
3456	(4)  Upon transfer, the transferor retains the rights of a
3457	partner other than the interest in distributions transferred and
3458	retains all duties and obligations of a partner.
3459	(5)  A limited partnership need not give effect to a
3460	transferee's rights under this section until the limited
3461	partnership has notice of the transfer.
3462	(6)  A transfer of a partner's transferable interest in the
3463	limited partnership in violation of a restriction on transfer
3464	contained in the partnership agreement is ineffective as to a
3465	person having notice of the restriction at the time of transfer.
3466	(7)  A transferee that becomes a partner with respect to a
3467	transferable interest is liable for the transferor's obligations
3468	under ss. 620.1502 and 620.1509. However, the transferee is not
3469	obligated for liabilities unknown to the transferee at the time
3470	the transferee became a partner.
3471	620.1703  Rights of creditor of partner or transferee.--
3472	(1)  On application to a court of competent jurisdiction by
3473	any judgment creditor of a partner or transferee, the court may
3474	charge the partnership interest of the partner or transferable
3475	interest of a transferee with payment of the unsatisfied amount
3476	of the judgment with interest. To the extent so charged, the
3477	judgment creditor has only the rights of a transferee of the
3478	partnership interest.
3479	(2)  This act shall not deprive any partner or transferee of
3480	the benefit of an exemption law applicable to the partner's
3481	partnership or transferee's transferable interest.
3482	(3)  This section provides the exclusive remedy which a
3483	judgment creditor of a partner or transferee may use to satisfy a
3484	judgment out of the judgment debtor's interest in the limited
3485	partnership or transferable interest. Other remedies, including
3486	foreclosure on the partner's interest in the limited partnership
3487	or a transferee's transferable interest and a court order for
3488	directions, accounts, and inquiries that the debtor general or
3489	limited partner might have made, are not available to the
3490	judgment creditor attempting to satisfy the judgment out of the
3491	judgment debtor's interest in the limited partnership and may not
3492	be ordered by a court.
3493	620.1704  Power of estate of deceased partner.--If a partner
3494	dies, the deceased partner's personal representative or other
3495	legal representative may exercise the rights of a transferee as
3496	provided in s. 620.1702 and, for the purposes of settling the
3497	estate, may exercise the rights of a current limited partner
3498	under s. 620.1304.
3499	620.1801  Nonjudicial dissolution.--
3500	(1)  Except as otherwise provided in s. 620.1802, a limited
3501	partnership is dissolved, and its activities must be wound up,
3502	only upon the occurrence of any of the following:
3503	(a)  The happening of an event specified in the partnership
3504	agreement;
3505	(b)  The consent of all general partners and of all limited
3506	partners;
3507	(c)  After the dissociation of a person as a general
3508	partner:
3509	1.  If the limited partnership has at least one remaining
3510	general partner, the consent to dissolve the limited partnership
3511	by all partners at the time the consent is to be effective; or
3512	2.  If the limited partnership does not have a remaining
3513	general partner, the passage of 90 days after the dissociation,
3514	unless before the end of the period:
3515	a.  Consent to continue the activities of the limited
3516	partnership and admit at least one general partner is given by
3517	all partners at the time the consent is to be effective;
3518	b.  At least one person is admitted as a general partner in
3519	accordance with the consent;
3520	(d)  The passage of 90 days after the dissociation of the
3521	limited partnership's last limited partner, unless before the end
3522	of the period the limited partnership admits at least one limited
3523	partner; or
3524	(e)  The signing and filing of a declaration of dissolution
3525	by the Department of State under s. 620.1809(3).
3526	(2)  Upon the occurrence of an event specified in paragraphs
3527	(1)(a)-(d), the limited partnership shall file a certificate of
3528	dissolution as provided in s. 620.1203.
3529	620.1802  Judicial dissolution.--On application by a
3530	partner, the circuit court may order dissolution of a limited
3531	partnership if it is not reasonably practicable to carry on the
3532	activities of the limited partnership in conformity with the
3533	partnership agreement.
3534	620.1803  Winding up.--
3535	(1)  A limited partnership continues after dissolution only
3536	for the purpose of winding up its activities.
3537	(2)  In winding up its activities, the limited partnership:
3538	(a)  May preserve the limited partnership business or
3539	property as a going concern for a reasonable time, prosecute and
3540	defend actions and proceedings, whether civil, criminal, or
3541	administrative, transfer the limited partnership's property,
3542	settle disputes by mediation or arbitration, and perform other
3543	necessary acts.
3544	(b)  Shall discharge, make provision for, or otherwise
3545	address the limited partnership's liabilities, settle and close
3546	the limited partnership's activities, and marshal and distribute
3547	the assets of the partnership.
3548	(c)  May file a statement of termination as provided in s.
3549	620.1203.
3550	(3)  If a dissolved limited partnership does not have a
3551	general partner, a person to wind up the dissolved limited
3552	partnership's activities may be appointed by the consent of
3553	limited partners owning a majority of the rights to receive
3554	distributions as limited partners at the time the consent is to
3555	be effective. A person appointed under this subsection:
3556	(a)  Has the powers of a general partner under s. 620.1804.
3557	(b)  Shall promptly amend the certificate of limited
3558	partnership to state:
3559	1.  That the limited partnership does not have a general
3560	partner.
3561	2.  The name of the person that has been appointed to wind
3562	up the limited partnership.
3563	3.  The street and mailing address of the person.
3564	(4)  On the application of any partner, the circuit court
3565	may order judicial supervision of the winding up, including the
3566	appointment of a person to wind up the dissolved limited
3567	partnership's activities, if:
3568	(a)  A limited partnership does not have a general partner
3569	and within a reasonable time following the dissolution no person
3570	has been appointed pursuant to subsection (3); or
3571	(b)  The applicant establishes other good cause.
3572	620.1804  Power of general partner and person dissociated
3573	as general partner to bind partnership after dissolution.--
3574	(1)  A limited partnership is bound by a general partner's
3575	act after dissolution which:
3576	(a)  Is appropriate for winding up the limited partnership's
3577	activities; or
3578	(b)  Would have bound the limited partnership under s.
3579	620.1402 before dissolution, if, at the time the other party
3580	enters into the transaction, the other party does not have notice
3581	of the dissolution.
3582	(2)  A person dissociated as a general partner binds a
3583	limited partnership through an act occurring after dissolution
3584	if:
3585	(a)  At the time the other party enters into the
3586	transaction:
3587	1.  Less than 2 years have passed since the dissociation.
3588	2.  The other party does not have notice of the dissociation
3589	and reasonably believes that the person is a general partner.
3590	(b)  The act:
3591	1.  Is appropriate for winding up the limited partnership's
3592	activities; or
3593	2.  Would have bound the limited partnership under s.
3594	620.1402 before dissolution and at the time the other party
3595	enters into the transaction the other party does not have notice
3596	of the dissolution.
3597	620.1805  Liability after dissolution of general partner and
3598	person dissociated as general partner to limited partnership,
3599	other general partners, and persons dissociated as general
3600	partner.--
3601	(1)  If a general partner having knowledge of the
3602	dissolution causes a limited partnership to incur an obligation
3603	under s. 620.1804(1) by an act that is not appropriate for
3604	winding up the partnership's activities, the general partner is
3605	liable:
3606	(a)  To the limited partnership for any damage caused to the
3607	limited partnership arising from the obligation.
3608	(b)  If another general partner or a person dissociated as a
3609	general partner is liable for the obligation, to that other
3610	general partner or person for any damage caused to that other
3611	general partner or person arising from the liability.
3612	(2)  If a person dissociated as a general partner causes a
3613	limited partnership to incur an obligation under s. 620.1804(2),
3614	the person is liable:
3615	(a)  To the limited partnership for any damage caused to the
3616	limited partnership arising from the obligation.
3617	(b)  If a general partner or another person dissociated as a
3618	general partner is liable for the obligation, to the general
3619	partner or other person for any damage caused to the general
3620	partner or other person arising from the liability.
3621	620.1806  Known claims against dissolved limited
3622	partnership.--
3623	(1)  A dissolved limited partnership or successor entity, as
3624	defined in subsection (14), may dispose of the known claims
3625	against it by following the procedure described in subsections
3626	(2), (3), and (4).
3627	(2)  A dissolved limited partnership or successor entity
3628	shall deliver to each of its known claimants written notice of
3629	the dissolution at any time after its effective date. The written
3630	notice shall:
3631	(a)  Provide a reasonable description of the claim that the
3632	claimant may be entitled to assert.
3633	(b)  State whether the claim is admitted or not admitted, in
3634	whole or in part, and, if admitted:
3635	1.  The amount that is admitted, which may be as of a given
3636	date.
3637	2.  Any interest obligation if fixed by an instrument of
3638	indebtedness.
3639	(c)  Provide a mailing address to which a claim may be sent.
3640	(d)  State the deadline, which may not be fewer than 120
3641	days after the effective date of the written notice, by which
3642	confirmation of the claim must be delivered to the dissolved
3643	limited partnership or successor entity.
3644	(e)  State that the dissolved limited partnership or
3645	successor entity may make distributions thereafter to other
3646	claimants and to the partners or transferees of the limited
3647	partnership or persons interested as having been such without
3648	further notice.
3649	(f)  Unless the limited partnership has been throughout its
3650	existence a limited liability limited partnership, state that the
3651	barring of a claim against the limited partnership will also bar
3652	any corresponding claim against any general partner or person
3653	dissociated as a general partner which is based on s. 620.1404.
3654	(3)  A dissolved limited partnership or successor entity may
3655	reject, in whole or in part, any claim made by a claimant
3656	pursuant to this subsection by mailing notice of such rejection
3657	to the claimant within 90 days after receipt of such claim and,
3658	in all events, at least 150 days before expiration of 3 years
3659	following the effective date of dissolution. A notice sent by the
3660	dissolved limited partnership or successor entity pursuant to
3661	this subsection shall be accompanied by a copy of this section.
3662	(4)  A dissolved limited partnership or successor entity
3663	electing to follow the procedures described in subsections (2)
3664	and (3) shall also give notice of the dissolution of the limited
3665	partnership to persons with known claims, that are contingent
3666	upon the occurrence or nonoccurrence of future events or
3667	otherwise conditional or unmatured, and request that such persons
3668	present such claims in accordance with the terms of such notice.
3669	Such notice shall be in substantially the form, and sent in the
3670	same manner, as described in subsection (2).
3671	(5)  A dissolved limited partnership or successor entity
3672	shall offer any claimant whose known claim is contingent,
3673	conditional, or unmatured such security as the limited
3674	partnership or such entity determines is sufficient to provide
3675	compensation to the claimant if the claim matures. The dissolved
3676	limited partnership or successor entity shall deliver such offer
3677	to the claimant within 90 days after receipt of such claim and,
3678	in all events, at least 150 days before expiration of 3 years
3679	following the effective date of dissolution. If the claimant
3680	offered such security does not deliver in writing to the
3681	dissolved limited partnership or successor entity a notice
3682	rejecting the offer within 120 days after receipt of such offer
3683	for security, the claimant is deemed to have accepted such
3684	security as the sole source from which to satisfy his or her
3685	claim against the limited partnership.
3686	(6)  A dissolved limited partnership or successor entity
3687	which has given notice in accordance with subsections (2) and
3688	(4), and is seeking the protection offered by subsections (9)
3689	and (12), shall petition the circuit court in the county in
3690	which the limited partnership's principal office is located or
3691	was located at the effective date of dissolution to determine
3692	the amount and form of security that will be sufficient to
3693	provide compensation to any claimant who has rejected the offer
3694	for security made pursuant to subsection (5).
3695	(7)  A dissolved limited partnership or successor entity
3696	which has given notice in accordance with subsection (2), and is
3697	seeking the protection offered by subsections (9) and (12),
3698	shall petition the circuit court in the county in which the
3699	limited partnership's principal office is located or was located
3700	at the effective date of dissolution to determine the amount and
3701	form of security which will be sufficient to provide
3702	compensation to claimants whose claims are known to the limited
3703	partnership or successor entity but whose identities are
3704	unknown. The court shall appoint a guardian ad litem to
3705	represent all claimants whose identities are unknown in any
3706	proceeding brought under this subsection. The reasonable fees
3707	and expenses of such guardian, including all reasonable expert
3708	witness fees, shall be paid by the petitioner in such
3709	proceeding.
3710	(8)  The giving of any notice or making of any offer
3711	pursuant to the provisions of this section shall not revive any
3712	claim then barred or constitute acknowledgment by the dissolved
3713	limited partnership or successor entity that any person to whom
3714	such notice is sent is a proper claimant and shall not operate
3715	as a waiver of any defense or counterclaim in respect of any
3716	claim asserted by any person to whom such notice is sent.
3717	(9)  A dissolved limited partnership or successor entity
3718	which has followed the procedures described in subsections (2)-
3719	(7):
3720	(a)  Shall pay the claims admitted or made and not rejected
3721	in accordance with subsection (3).
3722	(b)  Shall post the security offered and not rejected
3723	pursuant to subsection (5).
3724	(c)  Shall post any security ordered by the circuit court
3725	in any proceeding under subsections (6) and (7).
3726	(d)  Shall pay or make provision for all other known
3727	obligations of the limited partnership or such successor entity.
3728
3729	If there are sufficient funds, such claims or obligations shall
3730	be paid in full, and any such provision for payments shall be
3731	made in full. If there are insufficient funds, such claims and
3732	obligations shall be paid or provided for according to their
3733	priority and, among claims of equal priority, ratably to the
3734	extent of funds legally available therefor. Any remaining funds
3735	shall be distributed to the partners and transferees of the
3736	dissolved limited partnership; however, such distribution may
3737	not be made before the expiration of 150 days after the date of
3738	the last notice of any rejection given pursuant to subsection
3739	(3). In the absence of actual fraud, the judgment of the general
3740	partners of the dissolved limited partnership, or other person
3741	or persons winding up the limited partnership under s. 620.1803,
3742	or the governing persons of such successor entity, as to the
3743	provisions made for the payment of all obligations under
3744	paragraph (9)(d), is conclusive.
3745	(10)  A dissolved limited partnership or successor entity
3746	which has not followed the procedures described in subsections
3747	(2) and (3) shall pay or make reasonable provision to pay all
3748	known claims and obligations, including all contingent,
3749	conditional, or unmatured claims known to the dissolved limited
3750	partnership or such successor entity and all claims which are
3751	known to the dissolved limited partnership or such successor
3752	entity but for which the identity of the claimant is unknown.
3753	If there are sufficient funds, such claims shall be paid in
3754	full, and any such provision made for payment shall be made in
3755	full.  If there are insufficient funds, such claims and
3756	obligations shall be paid or provided for according to their
3757	priority and, among claims of equal priority, ratably to the
3758	extent of funds legally available therefor. Any remaining funds
3759	shall be distributed to the partners and transferees of the
3760	dissolved limited partnership.
3761	(11)  Except for any general partner otherwise liable under
3762	s. 620.1404, s. 620.1405, or s. 620.1607, a partner or
3763	transferee of a dissolved limited partnership the assets of
3764	which were distributed pursuant to subsection (9) or subsection
3765	(10) is not liable for any claim against the limited partnership
3766	in an amount in excess of such partner's or transferee's pro
3767	rata share of the claim or the amount distributed to the partner
3768	or transferee, whichever is less.
3769	(l2)  A partner, whether or not a general partner, or
3770	transferee of a dissolved limited partnership, the assets of
3771	which were distributed pursuant to subsection (9), is not liable
3772	for any claim against the limited partnership which claim is
3773	known to the limited partnership or successor entity and on
3774	which a proceeding is not begun prior to the expiration of 3
3775	years following the effective date of dissolution.
3776	(13)  Except for any general partner otherwise liable under
3777	s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the
3778	relief provided under subsection (12), the aggregate liability
3779	of any person for claims against the dissolved limited
3780	partnership arising under this section or s. 620.1807 may not
3781	exceed the amount distributed to the person in dissolution.
3782	(14)  As used in this section or s. 620.1807, the term
3783	"successor entity" includes any trust, receivership, or other
3784	legal entity governed by the laws of this state to which the
3785	remaining assets and liabilities of a dissolved limited
3786	partnership are transferred and which exists solely for the
3787	purposes of prosecuting and defending suits by or against the
3788	dissolved limited partnership, enabling the dissolved limited
3789	partnership to settle and close the business of the dissolved
3790	limited partnership, to dispose of and convey the property of
3791	the dissolved limited partnership, to discharge the liabilities
3792	of the dissolved limited partnership, and to distribute to the
3793	dissolved limited partnership's partners any remaining assets,
3794	but not for the purpose of continuing the business for which the
3795	dissolved limited partnership was organized.
3796	620.1807  Unknown claims against dissolved limited
3797	partnership.--
3798	(1)  In addition to filing the certificate of dissolution
3799	under s. 620.1801(2), a dissolved limited partnership or
3800	successor entity, as defined in s. 620.1806(14), may also file
3801	with the Department of State on the form prescribed by the
3802	department a request that persons with claims against the
3803	limited partnership which are not known to the limited
3804	partnership or successor entity present them in accordance with
3805	the notice.
3806	(2)  The notice must:
3807	(a)  Describe the information that must be included in a
3808	claim and provide a mailing address to which the claim may be
3809	sent.
3810	(b)  State that a claim against the limited partnership
3811	will be barred unless a proceeding to enforce the claim is
3812	commenced within 4 years after the filing of the notice.
3813	(3)  If the dissolved limited partnership or successor
3814	entity files the notice in accordance with subsections (1) and
3815	(2), the claim of each of the following claimants is barred
3816	unless the claimant commences a proceeding to enforce the claim
3817	against the dissolved limited partnership within 4 years after
3818	the filing date:
3819	(a)  A claimant who did not receive written notice under s.
3820	620.1806(9) or whose claim was not provided for under s.
3821	620.1806(10), whether such claim is based on an event occurring
3822	before or after the effective date of dissolution.
3823	(b)  A claimant whose claim was timely sent to the
3824	dissolved limited partnership but not acted on.
3825	(4)  A claim may be enforced under this section:
3826	(a)  Against the dissolved limited partnership, to the
3827	extent of its undistributed assets; or
3828	(b)  If the assets have been distributed in liquidation,
3829	against a partner or transferee of the dissolved limited
3830	partnership to the extent of such partner's or transferee's pro
3831	rata share of the claim or the limited partnership assets
3832	distributed to such partner or transferee in liquidation,
3833	whichever is less, provided the aggregate liability of any
3834	person for all claims against the dissolved limited partnership
3835	arising under this section or s. 620.1806, or, with respect to a
3836	limited partner, otherwise, may not exceed the amount
3837	distributed to the person in liquidation; or
3838	(c)  Against any person liable on the claim under s.
3839	620.1404.
3840	620.1808  Liability of general partner and person
3841	dissociated as general partner when claim against limited
3842	partnership barred.--If a claim is barred under s. 620.1806 or s.
3843	620.1807, any corresponding claim under s. 620.1404, s. 620.1405,
3844	or s. 620.1607 is also barred.
3845	620.1809  Administrative dissolution.--
3846	(1)  The Department of State may dissolve a limited
3847	partnership administratively if the limited partnership does not,
3848	within 60 days after the due date:
3849	(a)  Pay any fee or penalty due to the Department of State
3850	under this act or other law;
3851	(b)  Deliver its annual report to the Department of State;
3852	(c)  Appoint and maintain a registered agent as required by
3853	s. 620.1114; or
3854	(d)  Deliver for filing a statement of a change under s.
3855	620.1115 within 30 days after a change has occurred in the name
3856	of the registered agent or the registered office address.
3857	(2)  If the Department of State determines that a ground
3858	exists for administratively dissolving a limited partnership, the
3859	Department of State shall file a record of the determination and
3860	send a copy to the limited partnership.
3861	(3)  If within 60 days after sending the copy the limited
3862	partnership does not correct each ground for dissolution or
3863	demonstrate to the reasonable satisfaction of the Department of
3864	State that each ground determined by the Department of State does
3865	not exist, the Department of State shall administratively
3866	dissolve the limited partnership by preparing, signing, and
3867	filing a declaration of dissolution that states the grounds for
3868	dissolution. The Department of State shall send the limited
3869	partnership a copy of the filed declaration.
3870	(4)  A limited partnership administratively dissolved
3871	continues its existence but may carry on only activities
3872	necessary to wind up its activities and liquidate its assets
3873	under ss. 620.1803 and 620.1812 and to notify claimants under ss.
3874	620.1806 and 620.1807.
3875	(5)  The administrative dissolution of a limited partnership
3876	does not terminate the authority of its agent for service of
3877	process.
3878	(6)  A partner of a limited partnership is not liable for
3879	the obligations of the limited partnership solely by reason of
3880	the foreign limited partnership's having been administratively
3881	dissolved pursuant to this section.
3882	620.1810  Reinstatement following administrative
3883	dissolution.--
3884	(1)  A limited partnership that has been administratively
3885	dissolved under s. 620.1809 may apply to the Department of State
3886	for reinstatement at any time after the effective date of
3887	dissolution. The limited partnership must submit a form of
3888	reinstatement prescribed and furnished by the Department of State
3889	together with all fees then owed by the limited partnership,
3890	computed at a rate provided by law at the time the limited
3891	partnership applies for reinstatement.
3892	(2)  As an alternative to submitting the form of
3893	reinstatement referred to in subsection (1), the limited
3894	partnership may submit a current annual report, signed by its
3895	registered agent and a general partner, which contains the same
3896	information described in subsection (1).
3897	(3)  If the Department of State determines that the
3898	application for reinstatement, or current annual report described
3899	in subsection (2), contains the information required by
3900	subsection (1) and that the information is correct, the
3901	Department of State shall reinstate the limited partnership.
3902	(4)  When the reinstatement becomes effective, the
3903	reinstatement relates back to and takes effect as of the
3904	effective date of the administrative dissolution, and the limited
3905	partnership may resume its activities as if the administrative
3906	dissolution had never occurred.
3907	620.1811  Appeal from denial of reinstatement.--
3908	(1)  If the Department of State denies a limited
3909	partnership's request for reinstatement following administrative
3910	dissolution, the Department of State shall prepare, sign, and
3911	file a notice that explains the reason or reasons for denial and
3912	serve the limited partnership with a copy of the notice.
3913	(2)  Within 30 days after service of the notice of denial,
3914	the limited partnership may appeal from the denial of
3915	reinstatement by petitioning the circuit court to set aside the
3916	dissolution. The petition must be served on the Department of
3917	State and contain a copy of the Department of State's declaration
3918	of dissolution, the limited partnership's application for
3919	reinstatement, and the Department of State's notice of denial.
3920	(3)  The court may summarily order the Department of State
3921	to reinstate the dissolved limited partnership or may take other
3922	action the court considers appropriate.
3923	620.1812  Revocation of dissolution.--
3924	(1)  A limited partnership that has dissolved as the result
3925	of an event described in ss. 620.1801(1)(a)-(d) and filed a
3926	certificate of dissolution with the Department of State may
3927	revoke its dissolution at any time prior to the expiration of 120
3928	days following the effective date of its certificate of
3929	dissolution.
3930	(2)  Revocation of dissolution shall be authorized in the
3931	same manner as the dissolution was authorized.
3932	(3)  After revocation of dissolution is authorized, the
3933	limited partnership shall deliver a certificate of revocation of
3934	dissolution to the Department of State for filing, together with
3935	a copy of its certificate of dissolution, that sets forth:
3936	(a)  The name of the limited partnership.
3937	(b)  The effective date of the dissolution that was
3938	revoked.
3939	(c)  The date that the revocation of dissolution was
3940	authorized.
3941	(4)  If there has been substantial compliance with
3942	subsection (3), subject to s. 620.1206(3) the revocation of
3943	dissolution is effective when the Department of State files the
3944	certificate of revocation of dissolution.
3945	(5)  When the revocation of dissolution is effective, the
3946	revocation of dissolution relates back to and takes effect as of
3947	the effective date of the dissolution, and the limited
3948	partnership resumes carrying on its business as if dissolution
3949	had never occurred.
3950	620.1813  Disposition of assets; when contributions
3951	required.--
3952	(1)  In winding up a limited partnership's activities, the
3953	assets of the limited partnership, including the contributions
3954	required by this section, must be applied to satisfy the limited
3955	partnership's obligations to creditors, including, to the extent
3956	permitted by law, partners that are creditors.
3957	(2)  Any surplus remaining after the limited partnership
3958	complies with subsection (1) must be paid in cash as a
3959	distribution.
3960	(3)  If a limited partnership's assets are insufficient to
3961	satisfy all of its obligations under subsection (1), with respect
3962	to each unsatisfied obligation incurred when the limited
3963	partnership was not a limited liability limited partnership,
3964	subject to s. 620.1808 the following rules apply:
3965	(a)  Each person that was a general partner when the
3966	obligation was incurred and that has not been released from the
3967	obligation under s. 620.1607 shall contribute to the limited
3968	partnership for the purpose of enabling the limited partnership
3969	to satisfy the obligation. The contribution due from each of
3970	those persons is in proportion to the right to receive
3971	distributions in the capacity of general partner in effect for
3972	each of those persons when the obligation was incurred.
3973	(b)  If a person does not contribute the full amount
3974	required under paragraph (a) with respect to an unsatisfied
3975	obligation of the limited partnership, the other persons required
3976	to contribute by paragraph (a) on account of the obligation shall
3977	contribute the additional amount necessary to discharge the
3978	obligation. The additional contribution due from each of those
3979	other persons is in proportion to the right to receive
3980	distributions in the capacity of general partner in effect for
3981	each of those other persons when the obligation was incurred.
3982	(c)  If a person does not make the additional contribution
3983	required by paragraph (b), further additional contributions are
3984	determined and due in the same manner as provided in that
3985	paragraph.
3986	(4)  A person that makes an additional contribution under
3987	paragraph (3)(b) or paragraph (3)(c) may recover from any person
3988	whose failure to contribute under paragraph (3)(a) or paragraph
3989	(3)(b) necessitated the additional contribution. A person may not
3990	recover under this subsection more than the amount additionally
3991	contributed. A person's liability under this subsection may not
3992	exceed the amount the person failed to contribute.
3993	(5)  The estate of a deceased individual is liable for the
3994	person's obligations under this section.
3995	(6)  An assignee for the benefit of creditors of a limited
3996	partnership or a partner, or a person appointed by a court to
3997	represent creditors of a limited partnership or a partner, may
3998	enforce a person's obligation to contribute under subsection (3).
3999	620.1901  Governing law regarding foreign limited
4000	partnerships.--
4001	(1)  The laws of the state or other jurisdiction under which
4002	a foreign limited partnership is organized govern relations among
4003	the partners of the foreign limited partnership and between the
4004	partners and the foreign limited partnership and the liability of
4005	partners as partners for an obligation of the foreign limited
4006	partnership.
4007	(2)  A foreign limited partnership may not be denied a
4008	certificate of authority by reason of any difference between the
4009	laws of the jurisdiction under which the foreign limited
4010	partnership is organized and the laws of this state.
4011	(3)  A certificate of authority does not authorize a foreign
4012	limited partnership to engage in any business or exercise any
4013	power that a limited partnership may not engage in or exercise in
4014	this state.
4015	620.1902  Application for certificate of authority.--
4016	(1)  A foreign limited partnership shall apply for a
4017	certificate of authority to transact business in this state by
4018	delivering a signed application to the Department of State for
4019	filing. The application must state:
4020	(a)  The name of the foreign limited partnership and, if the
4021	name does not comply with s. 620.1108, an alternate name adopted
4022	pursuant to s. 620.1905(1).
4023	(b)  The state or other jurisdiction under whose law the
4024	foreign limited partnership is organized and the date of its
4025	formation.
4026	(c)  The principal office and mailing address of the foreign
4027	limited partnership.
4028	(d)  The name, street address in this state, and written
4029	acceptance of the foreign limited partnership's initial
4030	registered agent in this state.
4031	(e)  The name and principal office and mailing address of
4032	each of the foreign limited partnership's general partners. Each
4033	general partner that is not an individual must be organized or
4034	otherwise registered with the Department of State as required by
4035	law, must maintain an active status, and may not be dissolved,
4036	revoked, or withdrawn.
4037	(f)  Whether the foreign limited partnership is a foreign
4038	limited liability limited partnership.
4039	(2)  A foreign limited partnership shall deliver with the
4040	completed application a certificate of existence or a record of
4041	similar import signed by the Department of State or other
4042	official having custody of the foreign limited partnership's
4043	publicly filed records in the state or other jurisdiction under
4044	whose law the foreign limited partnership is organized, dated not
4045	more than 90 days prior to the delivery of the application to the
4046	Secretary of State.
4047	620.1903  Activities not constituting transacting
4048	business.--
4049	(1)  Activities of a foreign limited partnership which do
4050	not constitute transacting business in this state within the
4051	meaning of s. 620.1902 include:
4052	(a)  Maintaining, defending, and settling an action or
4053	proceeding.
4054	(b)  Holding meetings of its partners or carrying on any
4055	other activity concerning its internal affairs.
4056	(c)  Maintaining accounts in financial institutions.
4057	(d)  Maintaining offices or agencies for the transfer,
4058	exchange, and registration of the foreign limited partnership's
4059	own securities or maintaining trustees or depositories with
4060	respect to those securities.
4061	(e)  Selling through independent contractors.
4062	(f)  Soliciting or obtaining orders, whether by mail or
4063	electronic means or through employees, agents, or otherwise, if
4064	the orders require acceptance outside this state before they
4065	become contracts.
4066	(g)  Creating or acquiring indebtedness, mortgages, or
4067	security interests in real or personal property.
4068	(h)  Securing or collecting debts or enforcing mortgages or
4069	other security interests in property securing the debts, and
4070	holding, protecting, and maintaining property so acquired.
4071	(i)  Conducting an isolated transaction that is completed
4072	within 30 days and is not one in the course of similar
4073	transactions of a like manner.
4074	(j)  Transacting business in interstate commerce.
4075	(k)  Owning and controlling a subsidiary corporation
4076	incorporated in or transacting business within this state or
4077	voting the stock of any corporation which it has lawfully
4078	acquired.
4079	(l)  Owning a limited partnership interest in a limited
4080	partnership that is doing business within this state, unless such
4081	limited partner manages or controls the partnership or exercises
4082	the powers and duties of a general partner.
4083	(m)  Owning, without more, real or personal property.
4084	(2)  The list of activities in subsection (1) is not
4085	exhaustive.
4086	(3)  For purposes of s. 620.1902, the ownership in this
4087	state of income-producing real property or tangible personal
4088	property, other than property excluded under subsection (1),
4089	constitutes transacting business in this state.
4090	(4)  This section does not apply in determining the contacts
4091	or activities that may subject a foreign limited partnership to
4092	service of process, taxation, or regulation under any other law
4093	of this state.
4094	620.1904  Filing of certificate of authority.--Unless the
4095	Department of State determines that an application for a
4096	certificate of authority does not comply with the filing
4097	requirements of this act, the Department of State, upon payment
4098	of all filing fees, shall authorize the foreign limited
4099	partnership to transact business in this state.
4100	620.1905  Noncomplying name of foreign limited
4101	partnership.--
4102	(1)  A foreign limited partnership whose name does not
4103	comply with s. 620.1108 may not obtain a certificate of authority
4104	until it adopts, for the purpose of transacting business in this
4105	state, an alternate name that complies with s. 620.1108. A
4106	foreign limited partnership that adopts an alternate name under
4107	this subsection and then obtains a certificate of authority with
4108	the name need not comply with s. 865.09. After obtaining a
4109	certificate of authority with an alternate name, a foreign
4110	limited partnership shall transact business in this state under
4111	the name unless the foreign limited partnership is authorized
4112	under s. 865.09 to transact business in this state under another
4113	name.
4114	(2)  If a foreign limited partnership authorized to transact
4115	business in this state changes its name to one that does not
4116	comply with s. 620.1108, it may not thereafter transact business
4117	in this state until it complies with subsection (1) and obtains
4118	an amended certificate of authority.
4119	620.1906  Revocation of certificate of authority.--
4120	(1)  A certificate of authority of a foreign limited
4121	partnership to transact business in this state may be revoked by
4122	the Department of State in the manner provided in subsections (2)
4123	and (3) if the foreign limited partnership does not:
4124	(a)  Pay, within 60 days after the due date, any fee, tax,
4125	or penalty due to the Department of State under this act or other
4126	law;
4127	(b)  Deliver, within 60 days after the due date, its annual
4128	report required under s. 620.1210;
4129	(c)  Appoint and maintain an agent for service of process as
4130	required by s. 620.1114(2); or
4131	(d)  Deliver for filing a statement of a change under s.
4132	620.1115 within 30 days after a change has occurred in the name
4133	or address of the agent.
4134	(2)  In order to revoke a certificate of authority, the
4135	Department of State must prepare, sign, and file a notice of
4136	revocation and send a copy to the foreign limited partnership.
4137	The notice must state:
4138	(a)  The  effective date of the revocation, which must be at
4139	least 60 days after the date the Department of State sends the
4140	copy.
4141	(b)  The foreign limited partnership's failures to comply
4142	with subsection (1) which are the reason for the revocation.
4143	(3)  The authority of the foreign limited partnership to
4144	transact business in this state ceases on the effective date of
4145	the notice of revocation unless before that date the foreign
4146	limited partnership cures each failure to comply with subsection
4147	(1) stated in the notice. If the foreign limited partnership
4148	cures the failures, the Department of State shall so indicate on
4149	the filed notice.
4150	620.1907  Cancellation of certificate of authority; effect
4151	of failure to have certificate.--
4152	(1)  In order to cancel its certificate of authority to
4153	transact business in this state, a foreign limited partnership
4154	must deliver to the Department of State for filing a notice of
4155	cancellation. The certificate is canceled when the notice becomes
4156	effective under s. 620.1206. The notice of cancellation shall be
4157	signed by at least one general partner and set forth the
4158	following:
4159	(a)  The name of the foreign limited partnership as it
4160	appears on the records of the Department of State.
4161	(b)  The jurisdiction of its formation.
4162	(c)  The date the foreign limited partnership was authorized
4163	to transact business in this state.
4164	(d)  A statement that the foreign limited partnership is
4165	canceling its certificate of authority in this state.
4166	(2)  A foreign limited partnership transacting business in
4167	this state may not maintain an action or proceeding in this state
4168	until the foreign limited partnership has a certificate of
4169	authority to transact business in this state.
4170	(3)  The failure of a foreign limited partnership to have a
4171	certificate of authority to transact business in this state does
4172	not impair the validity of a contract or act of the foreign
4173	limited partnership or prevent the foreign limited partnership
4174	from defending an action or proceeding in this state.
4175	(4)  A partner of a foreign limited partnership is not
4176	liable for the obligations of the foreign limited partnership
4177	solely by reason of the foreign limited partnership's having
4178	transacted business in this state without a certificate of
4179	authority.
4180	(5)  If a foreign limited partnership transacts business in
4181	this state without a certificate of authority or cancels its
4182	certificate of authority, the foreign limited partnership shall
4183	appoint the Department of State as its agent for service of
4184	process for rights of action arising out of the transaction of
4185	business in this state.
4186	620.1908  Action by Attorney General.--The Attorney General
4187	may maintain an action to restrain a foreign limited partnership
4188	from transacting business in this state in violation of this
4189	act.
4190	620.1909  Reinstatement following administrative
4191	revocation.--
4192	(1)  A foreign limited partnership whose certificate of
4193	authority was administratively revoked under s. 620.1906 may
4194	apply to the Department of State for reinstatement at any time
4195	after the effective date of revocation of the certificate of
4196	authority. The foreign limited partnership must submit a form of
4197	reinstatement prescribed and furnished by the Department of State
4198	together with all fees then owed by the foreign limited
4199	partnership, computed at a rate provided by law at the time the
4200	foreign limited partnership applies for reinstatement.
4201	(2)  As an alternative to submitting the form of
4202	reinstatement referred to in subsection (1), the foreign limited
4203	partnership may submit a current annual report, signed by its
4204	registered agent and a general partner, which contains the same
4205	information described in subsection (1).
4206	(3)  If the Department of State determines that the
4207	application for reinstatement or the current annual report
4208	described in subsection (2) contains the information required by
4209	subsection (1) and that the information is correct, it shall
4210	reinstate the foreign limited partnership's certificate of
4211	authority.
4212	(4)  When the reinstatement becomes effective, the
4213	reinstatement relates back to and takes effect as of the
4214	effective date of the administrative revocation, and the foreign
4215	limited partnership may resume its activities as if the
4216	administrative revocation had never occurred.
4217	620.1910  Amending certificate of authority.--
4218	(1)  A foreign limited partnership authorized to transact
4219	business in this state shall make application to the Department
4220	of State to obtain an amended certificate of authority to:
4221	(a)  Change its name on the records of the Department of
4222	State;
4223	(b)  Amend its jurisdiction;
4224	(c)  Change its general partners;
4225	(d)  Add or delete its status as a limited liability limited
4226	partnership; or
4227	(e)  Amend any false statement contained in its application
4228	for certificate of authority.
4229	(2)  Such application shall be made within 30 days after the
4230	occurrence of any change mentioned in subsection (1), must be
4231	signed by at least one general partner, and shall set forth:
4232	(a)  The name of the foreign limited partnership as it
4233	appears on the records of the Department of State.
4234	(b)  The jurisdiction of its formation.
4235	(c)  The date the foreign limited partnership was authorized
4236	to transact business in this state.
4237	(d)  If the name of the foreign limited partnership has been
4238	changed, the name relinquished and its new name.
4239	(e)  If the amendment changes the jurisdiction of the
4240	foreign limited partnership, a statement of such change.
4241	(f)  If the amendment changes the general partners, the name
4242	and address of each new general partner. Each general partner
4243	that is not an individual must be registered with the Department
4244	of State as required by law, must maintain an active status, and
4245	must not be dissolved, revoked, or withdrawn.
4246	(g)  If the foreign limited partnership corrects a false
4247	statement, the statement it is correcting and a statement
4248	containing the corrected information.
4249	(3)  The requirements of s. 620.1902(2) for obtaining an
4250	original certificate of authority apply to obtaining an amended
4251	certificate under this section.
4252	620.2001  Direct action by partner.--
4253	(1)  Subject to subsection (2), a partner may maintain a
4254	direct action against the limited partnership or another partner
4255	for legal or equitable relief, with or without an accounting as
4256	to the partnership's activities, to enforce the rights and
4257	otherwise protect the interests of the partner, including rights
4258	and interests under the partnership agreement or this act or
4259	arising independently of the partnership relationship.
4260	(2)  A partner commencing a direct action under this section
4261	is required to plead and prove an actual or threatened injury
4262	that is not solely the result of an injury suffered or threatened
4263	to be suffered by the limited partnership.
4264	(3)  The accrual of, and any time limitation on, a right of
4265	action for a remedy under this section is governed by other law.
4266	A right to an accounting upon a dissolution and winding up does
4267	not revive a claim barred by law.
4268	620.2002  Derivative action.--A partner may maintain a
4269	derivative action to enforce a right of a limited partnership
4270	if:
4271	(1)  The partner first makes a demand on the general
4272	partners requesting that they cause the limited partnership to
4273	bring an action to enforce the right and the general partners do
4274	not bring the action within a reasonable time; or
4275	(2)  A demand would be futile.
4276	620.2003  Proper plaintiff.--A derivative action may be
4277	maintained only by a person that is a partner at the time the
4278	action is commenced and:
4279	(1)  Was a partner when the conduct giving rise to the
4280	action occurred; or
4281	(2)  Whose status as a partner devolved upon the person by
4282	operation of law or pursuant to the terms of the partnership
4283	agreement from a person that was a partner at the time of the
4284	conduct.
4285	620.2004  Pleading.--In a derivative action, the complaint
4286	must state with particularity:
4287	(1)  The date and content of plaintiff's demand and the
4288	general partners' response to the demand; or
4289	(2)  Why demand should be excused as futile.
4290	620.2005  Proceeds and expenses.--
4291	(1)  Except as otherwise provided in subsection (2):
4292	(a)  Any proceeds or other benefits of a derivative action,
4293	whether by judgment, compromise, or settlement, belong to the
4294	limited partnership and not to the derivative plaintiff.
4295	(b)  If the derivative plaintiff receives any proceeds, the
4296	derivative plaintiff shall immediately remit such proceeds to the
4297	limited partnership.
4298	(2)  If a derivative action is successful in whole or in
4299	part, the court may award the plaintiff reasonable expenses,
4300	including reasonable attorney's fees, from the limited
4301	partnership.
4302	620.2101  Definitions.--As used in this section and ss.
4303	620.2202-620.2225:
4304	(1)  "Constituent limited partnership" means a constituent
4305	organization that is a limited partnership.
4306	(2)  "Constituent organization" means an organization that
4307	is party to a merger.
4308	(3)  "Converted organization" means the organization into
4309	which a converting organization converts pursuant to ss.
4310	620.2102-620.2105.
4311	(4)  "Converting limited partnership" means a converting
4312	organization that is a limited partnership.
4313	(5)  "Converting organization" means an organization that
4314	converts into another organization pursuant to s. 620.2102.
4315	(6)  "General partner" means a general partner of a limited
4316	partnership.
4317	(7)  "Governing law" of an organization means the law that
4318	governs the organization's internal affairs.
4319	(8)  "Organization" means a corporation; general
4320	partnership, including a limited liability partnership; limited
4321	partnership, including a limited liability limited partnership;
4322	limited liability company; common law or business trust or
4323	association; real estate investment trust; or any other person
4324	organized under a governing statute or other applicable law,
4325	provided such term does not include an organization that is not
4326	organized for profit unless the not-for-profit organization is
4327	the converted organization or the surviving organization in a
4328	conversion or a merger governed by this act. The term includes
4329	domestic and foreign organizations.
4330	(9)  "Organizational documents" means:
4331	(a)  For a domestic or foreign general partnership, its
4332	partnership agreement.
4333	(b)  For a limited partnership or foreign limited
4334	partnership, its certificate of limited partnership and
4335	partnership agreement.
4336	(c)  For a domestic or foreign limited liability company,
4337	its articles of organization and operating agreement, or
4338	comparable records as provided in its governing law.
4339	(d)  For a business trust, its agreement of trust and
4340	declaration of trust.
4341	(e)  For a domestic or foreign corporation for profit, its
4342	articles of incorporation, bylaws, and other agreements among its
4343	shareholders which are authorized by its governing law, or
4344	comparable records as provided in its governing law.
4345	(f)  For any other organization, the basic records that
4346	create the organization and determine its internal governance and
4347	the relations among the persons that own such organization, have
4348	an interest in the organization, or are members of the
4349	organization.
4350	(10)  "Personal liability" means personal liability for a
4351	debt, liability, or other obligation of an organization which is
4352	imposed on a person that coowns, has an interest in, or is a
4353	member of the organization:
4354	(a)  By the organization's governing law solely by reason of
4355	the person's coowning, having an interest in, or being a member
4356	of the organization; or
4357	(b)  By the organization's organizational documents under a
4358	provision of the organization's governing law authorizing those
4359	documents to make one or more specified persons liable for all or
4360	specified debts, liabilities, and other obligations of the
4361	organization solely by reason of the person or persons' coowning,
4362	having an interest in, or being a member of the organization.
4363	(11)  "Surviving organization" means an organization into
4364	which one or more other organizations are merged. A surviving
4365	organization may preexist the merger or be created by the merger.
4366	620.2102  Conversion.--
4367	(1)  An organization other than a limited partnership may
4368	convert to a limited partnership, and a limited partnership may
4369	convert to another organization, other than an organization which
4370	is also a domestic limited partnership governed by this act,
4371	pursuant to this section and ss. 620.2103-620.2105 and a plan of
4372	conversion, if:
4373	(a)  The other organization's governing law authorizes the
4374	conversion.
4375	(b)  The conversion is permitted by the law of the
4376	jurisdiction that enacted the governing law.
4377	(c)  The other organization complies with its governing law
4378	in effecting the conversion.
4379	(2)  A plan of conversion must be in a record and must
4380	include:
4381	(a)  The name and form of the organization before
4382	conversion.
4383	(b)  The name and form of the organization after conversion.
4384	(c)  The terms and conditions of the conversion, including
4385	the manner and basis for converting interests in the converting
4386	organization into any combination of money, interests in the
4387	converted organization, and other consideration.
4388	(d)  The organizational documents of the converted
4389	organization.
4390	620.2103  Action on plan of conversion by converting limited
4391	partnership.--
4392	(1)  A plan of conversion must be consented to by all of the
4393	general partners of a converting limited partnership. Subject to
4394	s. 620.2110, the plan of conversion must also be consented to by
4395	those limited partners who own a majority of the rights to
4396	receive distributions as limited partners at the time the consent
4397	is effective, provided, if there is more than one class or group
4398	of limited partners, the plan of conversion must be consented to
4399	by those limited partners in each class or group which owns a
4400	majority of the rights to receive distributions as limited
4401	partners in that class or group at the time the consent is
4402	effective. The consents required by this subsection must be in,
4403	or evidenced by, a record.
4404	(2)  Subject to s. 620.2110 and any contractual rights,
4405	after a conversion is approved, and at any time before a filing
4406	is made under s. 620.2104, a converting limited partnership may
4407	amend the plan or abandon the planned conversion:
4408	(a)  As provided in the plan.
4409	(b)  Except as prohibited by the plan, by the same consent
4410	as was required to approve the plan.
4411	620.2104  Filings required for conversion; effective date.--
4412	(1)  After a plan of conversion is approved:
4413	(a)  A converting limited partnership shall deliver to the
4414	Department of State for filing a certificate of conversion,
4415	signed by each general partner listed in the certificate of
4416	limited partnership, and must include:
4417	1.  A statement that the limited partnership has been
4418	converted into another organization.
4419	2.  The name and form of the organization and the
4420	jurisdiction of its governing law.
4421	3.  The date the conversion is effective under the governing
4422	law of the converted organization.
4423	4.  A statement that the conversion was approved as required
4424	by this act.
4425	5.  A statement that the conversion was approved as required
4426	by the governing law of the converted organization.
4427	6.  If the converted organization is a foreign organization
4428	not authorized to transact business in this state, the street and
4429	mailing address of an office which the Department of State may
4430	use for the purposes of s. 620.2105(3).
4431	(b)  If the converting organization is not a converting
4432	limited partnership, the converting organization shall deliver to
4433	the Department of State for filing:
4434	1.  A certificate of limited partnership containing the
4435	information required by s. 620.1201, signed by each general
4436	partner as required by s. 620.1204(1)(a).
4437	2.  A certificate of conversion, which certificate of
4438	conversion must include:
4439	a.  A statement that the limited partnership was converted
4440	from another organization.
4441	b.  The name and form of the converting organization and the
4442	jurisdiction of its governing law.
4443	c.  A statement that the conversion was approved as required
4444	by this act.
4445	d.  A statement that the conversion was approved in a manner
4446	that complied with the converting organization's governing law.
4447	(2)  A conversion becomes effective:
4448	(a)  If the converted organization is a limited partnership,
4449	when the certificate of limited partnership takes effect.
4450	(b)  If the converted organization is not a limited
4451	partnership, as provided by the governing law of the converted
4452	organization.
4453	620.2105  Effect of conversion.--
4454	(1)  An organization that has been converted pursuant to
4455	this act is for all purposes the same entity that existed before
4456	the conversion.
4457	(2)  When a conversion takes effect:
4458	(a)  Title to all real and other property, or any interest
4459	in such property, owned by the converting organization at the
4460	time of its conversion remains vested in the converted
4461	organization without reversion or impairment under this act.
4462	(b)  All debts, liabilities, and other obligations of the
4463	converting organization continue as obligations of the converted
4464	organization.
4465	(c)  An action or proceeding pending by or against the
4466	converting organization may be continued as if the conversion had
4467	not occurred.
4468	(d)  Except as prohibited by other law, all of the rights,
4469	privileges, immunities, powers, and purposes of the converting
4470	organization remain vested in the converted organization.
4471	(e)  Except as otherwise provided in the plan of conversion,
4472	the terms and conditions of the plan of conversion take effect.
4473	(f)  Except as otherwise agreed, the conversion does not
4474	dissolve a converting limited partnership for the purposes of ss.
4475	620.1801-620.1813.
4476	(3)  A converted organization that is a foreign organization
4477	consents to the jurisdiction of the courts of this state to
4478	enforce any obligation owed by the converting limited
4479	partnership, if before the conversion the converting limited
4480	partnership was subject to suit in this state on the obligation.
4481	A converted organization that is a foreign organization and not
4482	authorized to transact business in this state appoints the
4483	Department of State as its agent for service of process for
4484	purposes of enforcing an obligation under this subsection and any
4485	appraisal rights of limited partners under ss. 620.2113-620.2124
4486	to the extent applicable to the conversion. Service on the
4487	Department of State under this subsection is made in the same
4488	manner and with the same consequences as in s. 620.1117(3) and
4489	(4).
4490	(4)  A copy of the statement of conversion, certified by the
4491	Department of State, may be filed in any county of this state in
4492	which the converting organization holds an interest in real
4493	property.
4494	620.2106  Merger.--
4495	(1)  A limited partnership may merge with one or more other
4496	constituent organizations pursuant to this section and ss.
4497	620.2107-620.2109 and a plan of merger, if:
4498	(a)  The governing law of each of the other organizations
4499	authorizes the merger.
4500	(b)  The merger is permitted by the law of a jurisdiction
4501	that enacted each of those governing law.
4502	(c)  Each of the other organizations complies with its
4503	governing law in effecting the merger.
4504	(2)  A plan of merger must be in a record and must include:
4505	(a)  The name and form of each constituent organization.
4506	(b)  The name and form of the surviving organization.
4507	(c)  The terms and conditions of the merger, including the
4508	manner and basis for converting the interests in each constituent
4509	organization into any combination of money, interests in the
4510	surviving organization, and other consideration.
4511	(d)  Any amendments to be made by the merger to the
4512	surviving organization's organizational documents.
4513	620.2107  Action on plan of merger by constituent limited
4514	partnership.--
4515	(1)  A plan of merger must be consented to by all of the
4516	general partners of a constituent limited partnership. Subject to
4517	s. 620.2110, the plan of merger must also be consented to by
4518	those limited partners who own a majority of the rights to
4519	receive distributions as limited partners at the time the consent
4520	is effective, provided, if there is more than one class or group
4521	of limited partners, the plan of merger must be consented to by
4522	those limited partners who own a majority of the rights to
4523	receive distributions as limited partners in that class or group
4524	at the time the consent is effective. The consents required by
4525	this subsection must be in, or evidenced by, a record.
4526	(2)  Subject to s. 620.2110 and any contractual rights,
4527	after a merger is approved, and at any time before a filing is
4528	made under s. 620.2108, a constituent limited partnership may
4529	amend the plan or abandon the planned merger:
4530	(a)  As provided in the plan; and
4531	(b)  Except as prohibited by the plan,
4532
4533	with the same consent as was required to approve the plan.
4534	620.2108  Filings required for merger; effective date.--
4535	(1)  After each constituent organization has approved a
4536	merger, a certificate of merger must be signed on behalf of:
4537	(a)  Each preexisting constituent limited partnership, by
4538	each general partner listed in the certificate of limited
4539	partnership.
4540	(b)  Each other preexisting constituent organization, by an
4541	authorized representative.
4542	(2)  The certificate of merger must include:
4543	(a)  The name and form of each constituent organization and
4544	the jurisdiction of its governing law.
4545	(b)  The name and form of the surviving organization, the
4546	jurisdiction of its governing law, and, if the surviving
4547	organization is created by the merger, a statement to that
4548	effect.
4549	(c)  The date the merger is effective under the governing
4550	law of the surviving organization.
4551	(d)  Any amendments provided for in the plan of merger for
4552	the organizational document that created the organization.
4553	(e)  A statement as to each constituent organization that
4554	the merger was approved as required by the organization's
4555	governing law.
4556	(f)  If the surviving organization is a foreign organization
4557	not authorized to transact business in this state, the street and
4558	mailing address of an office which the Department of State may
4559	use for the purposes of s. 620.2109(2).
4560	(g)  Any additional information required by the governing
4561	law of any constituent organization.
4562	(3)  Each constituent limited partnership shall deliver the
4563	certificate of merger for filing in the Department of State.
4564	(4)  A merger becomes effective under this act:
4565	(a)  If the surviving organization is a limited partnership,
4566	upon the later of:
4567	1.  Compliance with subsection (3); or
4568	2.  Subject to s. 620.1206(3), as specified in the
4569	certificate of merger; or
4570	(b)  If the surviving organization is not a limited
4571	partnership, as provided by the governing law of the surviving
4572	organization.
4573	(5)  A certificate of merger shall act as a statement of
4574	termination for purposes of s. 620.1203 for a limited partnership
4575	that is a party to the merger that is not the surviving
4576	organization, which shall be deemed filed upon the effective date
4577	of the merger.
4578	620.2109  Effect of merger.--
4579	(1)  When a merger becomes effective:
4580	(a)  The surviving organization continues.
4581	(b)  Each constituent organization that merges into the
4582	surviving organization ceases to exist as a separate entity.
4583	(c)  All property owned by each constituent organization
4584	that ceases to exist vests in the surviving organization.
4585	(d)  All debts, liabilities, and other obligations of each
4586	constituent organization that ceases to exist continue as
4587	obligations of the surviving organization.
4588	(e)  An action or proceeding pending by or against any
4589	constituent organization that ceases to exist may be continued as
4590	if the merger had not occurred.
4591	(f)  Except as prohibited by other law, all of the rights,
4592	privileges, immunities, powers, and purposes of each constituent
4593	organization that ceases to exist vest in the surviving
4594	organization.
4595	(g)  Except as otherwise provided in the plan of merger, the
4596	terms and conditions of the plan of merger take effect.
4597	(h)  Except as otherwise agreed, if a constituent limited
4598	partnership ceases to exist, the merger does not dissolve the
4599	limited partnership for the purposes of ss. 620.1801-620.1813.
4600	(i)  Any amendments provided for in the certificate of
4601	merger for the organizational document that created the
4602	organization become effective.
4603	(2)  A surviving organization that is a foreign organization
4604	consents to the jurisdiction of the courts of this state to
4605	enforce any obligation owed by a constituent organization, if
4606	before the merger the constituent organization was subject to
4607	suit in this state on the obligation. A surviving organization
4608	that is a foreign organization and not authorized to transact
4609	business in this state shall appoint the Department of State as
4610	its agent for service of process for the purposes of enforcing an
4611	obligation under this subsection and any appraisal rights of
4612	limited partners  under ss. 620.2113-620.2124 to the extent
4613	applicable to the merger. Service on the Department of State
4614	under this subsection is made in the same manner and with the
4615	same consequences as in s. 620.1117(3) and (4).
4616	(3)  A copy of the certificate of merger, certified by the
4617	Department of State, may be filed in any county of this state in
4618	which a constituent organization holds an interest in real
4619	property.
4620	620.2110  Restrictions on approval of conversions and
4621	mergers and on relinquishing limited liability limited
4622	partnership status.--
4623	(1)  If a partner of a converting or constituent limited
4624	partnership will have personal liability with respect to a
4625	converted or surviving organization, approval and amendment of a
4626	plan of conversion or merger are ineffective without the consent
4627	of the partner, unless:
4628	(a)  The limited partnership's partnership agreement
4629	provides for the approval of the conversion or merger with the
4630	consent of fewer than all the partners.
4631	(b)  The partner has consented to the provision of the
4632	partnership agreement.
4633	(2)  An amendment to a certificate of limited partnership
4634	which deletes a statement that the limited partnership is a
4635	limited liability limited partnership is ineffective without the
4636	consent of each general partner unless:
4637	(a)  The limited partnership's partnership agreement
4638	provides for the amendment with the consent of less than all the
4639	general partners.
4640	(b)  Each general partner that does not consent to the
4641	amendment has consented to the provision of the partnership
4642	agreement.
4643	(3)  A partner does not give the consent required by
4644	subsection (1) or subsection (2) merely by consenting to a
4645	provision of the partnership agreement which permits the
4646	partnership agreement to be amended with the consent of fewer
4647	than all the partners.
4648	620.2111  Liability of general partner after conversion or
4649	merger.--
4650	(1)  A conversion or merger under this act does not
4651	discharge any liability under ss. 620.1404 and 620.1607 of a
4652	person that was a general partner in or dissociated as a general
4653	partner from a converting or constituent limited partnership,
4654	but:
4655	(a)  The provisions of this act pertaining to the collection
4656	or discharge of the liability continue to apply to the liability.
4657	(b)  For the purposes of applying those provisions, the
4658	converted or surviving organization is deemed to be the
4659	converting or constituent limited partnership.
4660	(c)  If a person is required to pay any amount under this
4661	subsection:
4662	1.  The person has a right of contribution from each other
4663	person that was liable as a general partner under s. 620.1404
4664	when the obligation was incurred and has not been released from
4665	the obligation under s. 620.1607.
4666	2.  The contribution due from each of those persons is in
4667	proportion to the right to receive distributions in the capacity
4668	of general partner in effect for each of those persons when the
4669	obligation was incurred.
4670	(2)  In addition to any other liability provided by law:
4671	(a)  A person that immediately before a conversion or merger
4672	became effective was a general partner in a converting or
4673	constituent limited partnership that was not a limited liability
4674	limited partnership is personally liable on a transaction entered
4675	into by the converted or surviving organization with a third
4676	party after the conversion or merger becomes effective, if, at
4677	the time the third party enters into the transaction, the third
4678	party:
4679	1.  Does not have notice of the conversion or merger.
4680	2.  Reasonably believes that:
4681	a.  The converted or surviving business is the converting or
4682	constituent limited partnership.
4683	b.  The converting or constituent limited partnership is not
4684	a limited liability limited partnership.
4685	c.  The person is a general partner in the converting or
4686	constituent limited partnership.
4687	(b)  A person that was dissociated as a general partner from
4688	a converting or constituent limited partnership before the
4689	conversion or merger became effective is personally liable on a
4690	transaction entered into by the converted or surviving
4691	organization with a third party after the conversion or merger
4692	becomes effective, if:
4693	1.  Immediately before the conversion or merger became
4694	effective the converting or surviving limited partnership was not
4695	a limited liability limited partnership.
4696	2.  At the time the third party enters into the transaction
4697	less than 2 years have passed since the person dissociated as a
4698	general partner and the third party:
4699	a.  Does not have notice of the dissociation.
4700	b.  Does not have notice of the conversion or merger.
4701	c.  Reasonably believes that the converted or surviving
4702	organization is the converting or constituent limited
4703	partnership, the converting or constituent limited partnership is
4704	not a limited liability limited partnership, and the person is a
4705	general partner in the converting or constituent limited
4706	partnership.
4707	620.2112  Power of general partners and persons dissociated
4708	as general partners to bind organization after conversion or
4709	merger.--
4710	(1)  An act of a person that immediately before a conversion
4711	or merger became effective was a general partner in a converting
4712	or constituent limited partnership binds the converted or
4713	surviving organization after the conversion or merger becomes
4714	effective, if:
4715	(a)  Before the conversion or merger became effective, the
4716	act would have bound the converting or constituent limited
4717	partnership under s. 620.1402.
4718	(b)  At the time the third party enters into the
4719	transaction, the third party:
4720	1.  Does not have notice of the conversion or merger.
4721	2.  Reasonably believes that the converted or surviving
4722	business is the converting or constituent limited partnership and
4723	that the person is a general partner in the converting or
4724	constituent limited partnership.
4725	(2)  An act of a person that before a conversion or merger
4726	became effective was dissociated as a general partner from a
4727	converting or constituent limited partnership binds the converted
4728	or surviving organization after the conversion or merger becomes
4729	effective, if:
4730	(a)  Before the conversion or merger became effective, the
4731	act would have bound the converting or constituent limited
4732	partnership under s. 620.1402 if the person had been a general
4733	partner.
4734	(b)  At the time the third party enters into the
4735	transaction, less than 2 years have passed since the person
4736	dissociated as a general partner and the third party:
4737	1.  Does not have notice of the dissociation.
4738	2.  Does not have notice of the conversion or merger.
4739	3.  Reasonably believes that the converted or surviving
4740	organization is the converting or constituent limited partnership
4741	and that the person is a general partner in the converting or
4742	constituent limited partnership.
4743	(3)  If a person having knowledge of the conversion or
4744	merger causes a converted or surviving organization to incur an
4745	obligation under subsection (1) or subsection (2), the person is
4746	liable:
4747	(a)  To the converted or surviving organization for any
4748	damage caused to the organization arising from the obligation.
4749	(b)  If another person is liable for the obligation, to that
4750	other person for any damage caused to that other person arising
4751	from the liability.
4752	620.2113  Appraisal rights; definitions.--The following
4753	definitions apply to this section and ss. 620.2114-620.2124:
4754	(1)  "Affiliate" means a person that directly or indirectly
4755	through one or more intermediaries controls, is controlled by, or
4756	is under common control with another person. For purposes of s.
4757	620.2114(2)(d), a person is deemed to be an affiliate of its
4758	senior executives.
4759	(2)  "Appraisal event" means an event described in s.
4760	620.2114(1).
4761	(3)  "Beneficial limited partner" means a person who is the
4762	beneficial owner of a limited partner interest held in a voting
4763	trust or by a nominee on the beneficial owner's behalf.
4764	(4)  "Fair value" means the value of the limited partner's
4765	partnership interests determined:
4766	(a)  Immediately before the effectuation of the appraisal
4767	event to which the partner objects.
4768	(b)  Using customary and current valuation concepts and
4769	techniques generally employed for similar businesses in the
4770	context of the transaction requiring appraisal, excluding any
4771	appreciation or depreciation in anticipation of the transaction
4772	to which the partner objects unless exclusion would be
4773	inequitable to the limited partnership and its remaining
4774	partners.
4775	(5)  "Interest" means interest from the effective date of
4776	the appraisal event to which the limited partner objects until
4777	the date of payment, at the rate of interest described in s.
4778	620.107(2), determined as of the effective date of the appraisal
4779	event.
4780	(6)  "Limited partnership" means the limited partnership
4781	governed by this act that issued the limited partner interest
4782	held by a limited partner demanding appraisal and, for matters
4783	covered in ss. 620.2114-620.2124, includes the converted
4784	organization in a conversion or the surviving organization in a
4785	merger.
4786	(7)  "Record limited partner" means each person who is
4787	identified as a limited partner in the current list of partners
4788	maintained in accordance with s. 620.1111 by the limited
4789	partnership or, to the extent the limited partnership has failed
4790	to maintain a current list, each person that is the rightful
4791	owner of a limited partner interest in the limited partnership.
4792	A transferee of a limited partner interest is not a record
4793	limited partner.
4794	(8)  "Senior executive" means a general partner or the chief
4795	executive officer, chief operating officer, chief financial
4796	officer, manager, or anyone in charge of a principal business
4797	unit or function of a limited partnership or of a general partner
4798	of the limited partnership.
4799	(9)  "Limited partner" means a record limited partner or a
4800	beneficial limited partner.
4801	(10)  "Limited partner interest" means all rights and other
4802	interests held by a person in the limited partnership in that
4803	person's capacity as a limited partner under this act and the
4804	limited partnership's partnership agreement, including the
4805	limited partner's transferable interest and management and voting
4806	rights, if any, and subject to any obligations that such person
4807	has in that capacity of limited partner. If the appraisal rights
4808	of the limited partner under s. 620.2114 pertain to only a
4809	certain class or series of a limited partner interest, the term
4810	"limited partner interest" means only the limited partner
4811	interest pertaining to such class or series.
4812	620.2114  Right of limited partners to appraisal.--
4813	(1)  A limited partner of a limited partnership governed by
4814	this act is entitled to appraisal rights, and to obtain payment
4815	of the fair value of that limited partner's limited partner
4816	interest, in the following events:
4817	(a)  Consummation of a merger of such limited partnership
4818	pursuant to this act and the limited partner possessed the right
4819	to vote upon the merger; or
4820	(b)  Consummation of a conversion of such limited
4821	partnership pursuant to this act and the limited partner
4822	possessed the right to vote upon the conversion.
4823	(2)  Notwithstanding subsection (1), the availability of
4824	appraisal rights shall be limited in accordance with the
4825	following provisions:
4826	(a)  Appraisal rights shall not be available for limited
4827	partner interests which are:
4828	1.  Listed on the New York Stock Exchange or the American
4829	Stock Exchange or designated as a national market system security
4830	on an interdealer quotation system by the National Association of
4831	Securities Dealers, Inc.; or
4832	2.  Not so listed or designated, but are issued by a limited
4833	partnership that has at least 500 partners and the interests of
4834	all partners in the partnership, including transferable
4835	interests, have a market value of at least $10 million, exclusive
4836	of the value of any such interests held by its general partners
4837	and other senior executives owning more than 10 percent of the
4838	rights to receive distributions from the limited partnership.
4839	(b)  The applicability of paragraph (a) shall be determined
4840	as of the date fixed to determine the limited partners entitled
4841	to receive notice of, and to vote upon, the appraisal event.
4842	(c)  Paragraph (a) shall not apply and appraisal rights
4843	shall be available pursuant to subsection (1) for any limited
4844	partners who are required by the appraisal event to accept for
4845	their limited partner interests anything other than cash or a
4846	proprietary interest of an entity that satisfies the standards
4847	set forth in paragraph (a) at the time the appraisal event
4848	becomes effective.
4849	(d)  Paragraph (a) shall not apply and appraisal rights
4850	shall be available pursuant to subsection (1) for the holders of
4851	a limited partner interest if:
4852	1.  Any of the partners' interests in the limited
4853	partnership or the limited partnership's assets are being
4854	acquired or converted, whether by merger, conversion, or
4855	otherwise, pursuant to the appraisal event by a person, or by an
4856	affiliate of a person, who:
4857	a.  Is, or at any time in the 1-year period immediately
4858	preceding approval of the appraisal event was, the beneficial
4859	owner of 20 percent or more of those interests in the limited
4860	partnership entitled to vote on the appraisal event, excluding
4861	any such interests acquired pursuant to an offer for all
4862	interests having such voting rights if such offer was made within
4863	1 year prior to the appraisal event for consideration of the same
4864	kind and of a value equal to or less than that paid in connection
4865	with the appraisal event. For purposes of this subparagraph, the
4866	term "beneficial owner" means any person who, directly or
4867	indirectly, through any contract, arrangement, or understanding,
4868	other than a revocable proxy, has or shares the right to vote, or
4869	to direct the voting of, an interest in a limited partnership
4870	with respect to approval of the appraisal event, provided that a
4871	member of a national securities exchange shall not be deemed to
4872	be a beneficial owner of an interest in a limited  partnership
4873	held directly or indirectly by it on behalf of another person
4874	solely because such member is the record holder of interests in
4875	the limited partnership if the member is precluded by the rules
4876	of such exchange from voting without instruction on contested
4877	matters or matters that may affect substantially the rights or
4878	privileges of the holders of the interests in the limited
4879	partnership to be voted. When two or more persons agree to act
4880	together for the purpose of voting such interests, each member of
4881	the group formed thereby shall be deemed to have acquired
4882	beneficial ownership, as of the date of such agreement, of all
4883	voting interests in the limited partnership beneficially owned by
4884	any member of the group; or
4885	b.  Directly or indirectly has, or at any time in the 1-year
4886	period immediately preceding approval of the appraisal event had,
4887	the power, contractually or otherwise, to cause the appointment
4888	or election of any senior executives; or
4889	2.  Any of the partners' interests in the limited
4890	partnership or the limited partnership's assets are being
4891	acquired or converted, whether by merger, conversion, or
4892	otherwise, pursuant to the appraisal event by a person, or by an
4893	affiliate of a person, who is, or at any time in the 1-year
4894	period immediately preceding approval of the appraisal event was,
4895	a senior executive of the limited partnership or a senior
4896	executive of any affiliate of the limited partnership, and that
4897	senior executive will receive, as a result of the limited
4898	partnership action, a financial benefit not generally available
4899	to limited partners, other than:
4900	a.  Employment, consulting, retirement, or similar benefits
4901	established separately and not as part of or in contemplation of
4902	the appraisal event;
4903	b.  Employment, consulting, retirement, or similar benefits
4904	established in contemplation of, or as part of, the appraisal
4905	event that are not more favorable than those existing before the
4906	appraisal event or, if more favorable, that have been approved by
4907	the limited partnership; or
4908	c.  In the case of a general partner of the limited
4909	partnership who will, during or as the result of the appraisal
4910	event, become a general partner, manager, or director of the
4911	surviving or converted organization or one of its affiliates,
4912	those rights and benefits as a general partner, manager, or
4913	director that are provided on the same basis as those afforded by
4914	the surviving or converted organization generally to other
4915	general partners, managers, or directors of the surviving or
4916	converted organization or its affiliate.
4917	(3)  A limited partner entitled to appraisal rights under
4918	ss. 620.2113-620.2124 may not challenge a completed appraisal
4919	event unless the appraisal event:
4920	(a)  Was not effectuated in accordance with the applicable
4921	provisions of ss. 620.2113-620.2124, the limited partnership's
4922	certificate of limited partnership, or the partnership agreement;
4923	or
4924	(b)  Was procured as a result of fraud or material
4925	misrepresentation.
4926	(4)  A limited partnership may modify, restrict, or
4927	eliminate the appraisal rights provided in ss. 620.2113-620.2124
4928	in its partnership agreement.
4929	620.2115  Assertion of rights by nominees and beneficial
4930	owners.--
4931	(1)  A record limited partner may assert appraisal rights as
4932	to fewer than all the limited partner interests registered in the
4933	record limited partner's name that are owned by a beneficial
4934	limited partner only if the record limited partner objects with
4935	respect to all limited partner interests of the class or series
4936	owned by that beneficial limited partner and notifies the limited
4937	partnership in writing of the name and address of each beneficial
4938	limited partner on whose behalf appraisal rights are being
4939	asserted. The rights of a record limited partner who asserts
4940	appraisal rights for only part of the limited partner interests
4941	of the class or series held of record in the record limited
4942	partner's name under this subsection shall be determined as if
4943	the limited partner interests as to which the record limited
4944	partner objects and the record limited partner's other limited
4945	partner interests were registered in the names of different
4946	record limited partners.
4947	(2)  A beneficial limited partner may assert appraisal
4948	rights as to a limited partner interest held on behalf of the
4949	partner only if such beneficial limited partner:
4950	(a)  Submits to the limited partnership the record limited
4951	partner's written consent to the assertion of such rights no
4952	later than the date referred to in s. 620.2118(2)(b)2.
4953	(b)  Does so with respect to all limited partner interests
4954	of the class or series that are beneficially owned by the
4955	beneficial limited partner.
4956	620.2116  Notice of appraisal rights.--
4957	(1)  If a proposed appraisal event is to be submitted to a
4958	vote at a limited partners' meeting, the meeting notice must
4959	state that the limited partnership has concluded that partners
4960	are, are not, or may be entitled to assert appraisal rights under
4961	this act.
4962	(2)  If the limited partnership concludes that appraisal
4963	rights are or may be available, a copy of ss. 620.2113-620.2124
4964	must accompany the meeting notice sent to those record limited
4965	partners entitled to exercise appraisal rights.
4966	(3)  If the appraisal event is to be approved other than by
4967	a partners' meeting, the notice referred to in subsection (1)
4968	must be sent to all limited partners at the time that consents
4969	are first solicited, whether or not consents are solicited from
4970	all limited partners, and include the materials described in s.
4971	620.2118.
4972	620.2117  Notice of intent to demand payment.--
4973	(1)  If a proposed appraisal event is submitted to a vote at
4974	a partners' meeting, or is submitted to a partner pursuant to a
4975	consent vote, a limited partner who is entitled to and who wishes
4976	to assert appraisal rights with respect to any class or series of
4977	limited partner interests:
4978	(a)  Must deliver to a general partner of the limited
4979	partnership before the vote is taken, or within 20 days after
4980	receiving the notice pursuant to s. 620.2116(3) if action is to
4981	be taken without a partner meeting, written notice of such
4982	person's intent to demand payment if the proposed appraisal event
4983	is effectuated.
4984	(b)  Must not vote, or cause or permit to be voted, any
4985	limited partner interests of such class or series in favor of the
4986	appraisal event.
4987	(2)  A person who may otherwise be entitled to appraisal
4988	rights, but who does not satisfy the requirements of subsection
4989	(1), is not entitled to payment under ss. 620.2113-620.2124.
4990	620.2118  Appraisal notice and form.--
4991	(1)  If the  proposed appraisal event becomes effective, the
4992	limited partnership must deliver a written appraisal notice and
4993	form required by paragraph (2)(a) to all limited partners who
4994	satisfied the requirements of s. 620.2117.
4995	(2)  The appraisal notice must be sent no earlier than the
4996	date the appraisal event became effective and no later than 10
4997	days after such date and must:
4998	(a)  Supply a form that specifies the date that the
4999	appraisal event became effective and that provides for the
5000	limited partner to state:
5001	1.  The limited partner's name and address.
5002	2.  The number, classes, and series of limited partner
5003	interests as to which the limited partner asserts appraisal
5004	rights.
5005	3.  That the limited partner did not vote for the
5006	transaction.
5007	4.  Whether the limited partner accepts the limited
5008	partnership's offer as stated in subparagraph (b)4.
5009	5.  If the offer is not accepted, the limited partner's
5010	estimated fair value of the limited partner interests and a
5011	demand for payment of the limited partner's estimated value plus
5012	interest.
5013	(b)  State:
5014	1.  Where the form described in paragraph (a) must be sent.
5015	2.  A date by which the limited partnership must receive the
5016	form, which date may not be fewer than 40 or more than 60 days
5017	after the date the appraisal notice and form described in this
5018	subsection are sent, and state that the limited partner shall
5019	have waived the right to demand appraisal with respect to the
5020	limited partner interests unless the form is received by the
5021	limited partnership by such specified date.
5022	3.  In the case of limited partner interest represented by a
5023	certificate, the location at which certificates for such
5024	certificated partnership interests must be deposited, if that
5025	action is required by the limited partnership, and the date by
5026	which those certificates must be deposited, which date may not be
5027	earlier than the date for receiving the required form under
5028	subparagraph 2.
5029	4.  The limited partnership's estimate of the fair value of
5030	the limited partner interests.
5031	5.  An offer to each limited partner who is entitled to
5032	appraisal rights to pay the limited partnership's estimate of
5033	fair value set forth in subparagraph 4.
5034	6.  That, if requested in writing, the limited partnership
5035	will provide to the limited partner so requesting, within 10 days
5036	after the date specified in subparagraph 2., the number of
5037	limited partners who return the forms by the specified date and
5038	the total number of limited partner interests owned by them.
5039	7.  The date by which the notice to withdraw under s.
5040	620.1119 must be received, which date must be within 20 days
5041	after the date specified in subparagraph 2.
5042	(c)  Be accompanied by:
5043	1.  Financial statements of the limited partnership that
5044	issued the limited partner interests to be appraised, consisting
5045	of a balance sheet as of the end of the fiscal year ending not
5046	more than 15 months prior to the date of the limited
5047	partnership's appraisal notice, an income statement for that
5048	year, a cash flow statement for that year, and the latest
5049	available interim financial statements, if any.
5050	2.  A copy of ss. 620.2213-620.2224.
5051	620.2119  Perfection of rights; right to withdraw.--
5052	(1)  A limited partner who wishes to exercise appraisal
5053	rights must execute and return the form received pursuant to s.
5054	620.2118(1) and, in the case of certificated partnership
5055	interests and the limited partnership so requires, deposit the
5056	limited partner's certificates in accordance with the terms of
5057	the notice by the date referred to in the notice pursuant to s.
5058	620.2118(2)(b)2. Once a limited partner deposits that limited
5059	partner's certificates or, in the case of uncertificated
5060	partnership interests, returns the executed form described in s.
5061	620.2118(2), the limited partner loses all rights as a limited
5062	partner, unless the limited partner withdraws pursuant to
5063	subsection (3). Upon receiving a demand for payment from a
5064	limited partner who holds an uncertificated partnership interest,
5065	the limited partnership shall make an appropriate notation of the
5066	demand for payment in its records.
5067	(2)  The limited partnership may restrict the transfer of
5068	such limited partner interests from the date the limited partner
5069	delivers the items required by subsection (1).
5070	(3)  A limited partner who has complied with subsection (1)
5071	may nevertheless decline to exercise appraisal rights and
5072	withdraw from the appraisal process by so notifying the limited
5073	partnership in writing by the date set forth in the appraisal
5074	notice pursuant to s. 620.2118(2)(b)7. A limited partner who
5075	fails to so withdraw from the appraisal process may not
5076	thereafter withdraw without the limited partnership's written
5077	consent.
5078	(4)  A limited partner who does not execute and return the
5079	form and, in the case of certificated partnership interests,
5080	deposit that limited partner's certificates, if so required by
5081	the limited partnership, each by the date set forth in the notice
5082	described in subsection (2), shall not be entitled to payment
5083	under this act.
5084	(5)  If the limited partner's right to receive fair value is
5085	terminated other than by the purchase of the limited partner
5086	interest by the limited partnership, all rights of the limited
5087	partner, with respect to such limited partner interest, shall be
5088	reinstated effective as of the date the limited partner delivered
5089	the items required by subsection (1), including the right to
5090	receive any intervening payment or other distribution with
5091	respect to such partnership interests, or, if any such rights
5092	have expired or any such distribution other than a cash payment
5093	has been completed, in lieu thereof at the election of the
5094	limited partnership, the fair value thereof in cash as determined
5095	by the limited partnership as of the time of such expiration or
5096	completion, but without prejudice otherwise to any action or
5097	proceeding of the limited partnership that may have been taken by
5098	the limited partnership on or after the date the limited partner
5099	delivered the items required by subsection (1).
5100	620.2120  Limited partner's acceptance of limited
5101	partnership's offer.--
5102	(1)  If the limited partner states on the form provided in
5103	s. 620.2118(1) that the limited partner accepts the offer of the
5104	limited partnership to pay the limited partnership's estimated
5105	fair value for the limited partner interest, the limited
5106	partnership shall make such payment to the limited partner within
5107	90 days after the limited partnership's receipt of the items
5108	required by s. 620.1119(1).
5109	(2)  Upon payment of the agreed value, the limited partner
5110	shall cease to have any interest in the partnership interests.
5111	620.2121  Procedure if limited partner is dissatisfied with
5112	offer.--
5113	(1)  A limited partner who is dissatisfied with the limited
5114	partnership's offer as set forth pursuant to s. 620.2118(2)(b)5.
5115	must notify the limited partnership on the form provided pursuant
5116	to s. 620.2118(1) of the limited partner's estimate of the fair
5117	value of the limited partner interest and demand payment of that
5118	estimate plus interest.
5119	(2)  A limited partner who fails to notify the limited
5120	partnership in writing of the limited partner's demand to be paid
5121	the limited partner's estimate of the fair value plus interest
5122	under subsection (1) within the timeframe set forth in s.
5123	620.2118(2)(b)2. waives the right to demand payment under this
5124	section and shall be entitled only to the payment offered by the
5125	limited partnership pursuant to s. 620.2118(2)(b)5.
5126	620.2122  Court action.--
5127	(1)  If a limited partner makes demand for payment under s.
5128	620.2121 which remains unsettled, the limited partnership shall
5129	commence a proceeding within 60 days after receiving the payment
5130	demand and petition the court to determine the fair value of the
5131	partnership interests and accrued interest. If the limited
5132	partnership does not commence the proceeding within the 60-day
5133	period, any limited partner who has made a demand pursuant to s.
5134	620.2121 may commence the proceeding in the name of the limited
5135	partnership.
5136	(2)  The proceeding shall be commenced in the appropriate
5137	court of the county in which the limited partnership's principal
5138	office, or, if none, its registered office, in this state is
5139	located. If the limited partnership is a foreign limited
5140	partnership without a registered office in this state, the
5141	proceeding shall be commenced in the county in this state in
5142	which the principal office or registered office of the domestic
5143	limited partnership was located at the time of the transaction.
5144	(3)  All limited partners, whether or not residents of this
5145	state, whose demands remain unsettled shall be made parties to
5146	the proceeding as in an action against their partnership
5147	interests. The limited partnership shall serve a copy of the
5148	initial pleading in such proceeding upon each limited partner
5149	party who is a resident of this state in the manner provided by
5150	law for the service of a summons and complaint and upon each
5151	nonresident limited partner party by registered or certified mail
5152	or by publication as provided by law.
5153	(4)  The jurisdiction of the court in which the proceeding
5154	is commenced under subsection (2) is plenary and exclusive. If
5155	the court so elects, the court may appoint one or more persons as
5156	appraisers to receive evidence and recommend a decision on the
5157	question of fair value. The appraisers shall have the powers
5158	described in the order appointing them or in any amendment to the
5159	order. The limited partners demanding appraisal rights are
5160	entitled to the same discovery rights as parties in other civil
5161	proceedings. There shall be no right to a jury trial.
5162	(5)  Each partner made a party to the proceeding is entitled
5163	to judgment for the amount of the fair value of such limited
5164	partner's limited partner partnership interests, plus interest,
5165	as found by the court.
5166	(6)  The limited partnership shall pay each such partner the
5167	amount found to be due within 10 days after final determination
5168	of the proceedings. Upon payment of the judgment, the limited
5169	partner shall cease to have any interest in the limited
5170	partnership interests.
5171	620.2123  Court costs and counsel fees.--
5172	(1)  The court in an appraisal proceeding shall determine
5173	all costs of the proceeding, including the reasonable
5174	compensation and expenses of appraisers appointed by the court.
5175	The court shall assess the costs against the limited partnership,
5176	except that the court may assess costs against all or some of the
5177	limited partners demanding appraisal, in amounts the court finds
5178	equitable, to the extent the court finds such partners acted
5179	arbitrarily, vexatiously, or not in good faith with respect to
5180	the rights provided by this act.
5181	(2)  The court in an appraisal proceeding may also assess
5182	the fees and expenses of counsel and experts for the respective
5183	parties, in amounts the court finds equitable:
5184	(a)  Against the limited partnership and in favor of any or
5185	all limited partners demanding appraisal if the court finds the
5186	limited partnership did not substantially comply with ss.
5187	620.2116 and 620.2118; or
5188	(b)  Against either the limited partnership or a limited
5189	partner demanding appraisal, in favor of any other party, if the
5190	court finds that the party against whom the fees and expenses are
5191	assessed acted arbitrarily, vexatiously, or not in good faith
5192	with respect to the rights provided by this act.
5193	(3)  If the court in an appraisal proceeding finds that the
5194	services of counsel for any limited partner were of substantial
5195	benefit to other limited partners similarly situated, and that
5196	the fees for those services should not be assessed against the
5197	limited partnership, the court may award to such counsel
5198	reasonable fees to be paid out of the amounts awarded the limited
5199	partners who were benefited.
5200	(4)  To the extent the limited partnership fails to make a
5201	required payment pursuant to s. 620.2120, the limited partner may
5202	sue directly for the amount owed and, to the extent successful,
5203	shall be entitled to recover from the limited partnership all
5204	costs and expenses of the suit, including counsel fees.
5205	620.2124  Limitation on limited partnership payment.--
5206	(1)  No payment shall be made to a limited partner seeking
5207	appraisal rights if, at the time of payment, the limited
5208	partnership is unable to meet the distribution standards of s.
5209	620.1508. In such event, the limited partner shall, at the
5210	limited partner's option:
5211	(a)  Withdraw the notice of intent to assert appraisal
5212	rights, which shall in such event be deemed withdrawn with the
5213	consent of the limited partnership; or
5214	(b)  Retain the status as a claimant against the limited
5215	partnership and, if the limited partnership is liquidated, be
5216	subordinated to the rights of creditors of the limited
5217	partnership, but have rights superior to the limited partners not
5218	asserting appraisal rights, and, if it is not liquidated, retain
5219	the right to be paid for the limited partner interests, which
5220	right the limited partnership shall be obliged to satisfy when
5221	the restrictions of this section do not apply.
5222	(2)  The limited partner shall exercise the option under
5223	paragraph (1)(a) or paragraph (1)(b) by written notice filed with
5224	the limited partnership within 30 days after the limited
5225	partnership has given written notice that the payment for the
5226	limited partner interests cannot be made because of the
5227	restrictions of this section. If the limited partner fails to
5228	exercise the option, the limited partner shall be deemed to have
5229	withdrawn the notice of intent to assert appraisal rights.
5230	620.2125  Application of other laws to provisions governing
5231	conversions and mergers.--
5232	(1)  The provisions of ss. 620.2101-2124 do not preclude an
5233	entity from being converted or merged under other law.
5234	(2)  The provisions of ss. 620.2101-620.2124 do not
5235	authorize any act prohibited by other applicable law or change
5236	the requirements of any law or rule regulating a specific
5237	organization or industry, such as a not-for-profit organization,
5238	insurance, banking or investment establishment, or other
5239	regulated business or activity.
5240	620.2201  Uniformity of application and construction.--In
5241	applying and construing this act, consideration must be given to
5242	the need to promote uniformity of the law with respect to its
5243	subject matter among states that enact it.
5244	620.2202  Severability clause.--If any provision of this act
5245	or its application to any person or circumstance is held invalid,
5246	the invalidity does not affect other provisions or applications
5247	of this act which can be given effect without the invalid
5248	provision or application, and to this end the provisions of this
5249	act are severable.
5250	620.2203  Relation to electronic signatures in Global and
5251	National Commerce Act.--This act modifies, limits, or supersedes
5252	the federal Electronic Signatures in Global and National Commerce
5253	Act, 15 U.S.C. ss. 7001 et seq., but this act does not modify,
5254	limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c),
5255	or authorize electronic delivery of any of the notices described
5256	in s. 103(b) of that act, 15 U.S.C. s. 7001(b), except to the
5257	extent permitted pursuant to ss. 15.16, 116.34, and 668.50 of
5258	such act.
5259	620.2204  Application to existing relationships.--
5260	(1)  Before January 1, 2007, this act governs only:
5261	(a)  A limited partnership formed on or after January 1,
5262	2006.
5263	(b)  Except as otherwise provided in subsections (3) and
5264	(4), a limited partnership formed before January  1, 2006, which
5265	elects, in the manner provided in its partnership agreement or by
5266	law for amending the partnership agreement, to be subject to this
5267	act.
5268	(2)  Except as otherwise provided in subsection (3), on and
5269	after January 1, 2007, this act governs all limited partnerships.
5270	(3)  With respect to a limited partnership formed before
5271	January 1, 2006, the following rules apply except as the partners
5272	otherwise elect in the manner provided in the partnership
5273	agreement or by law for amending the partnership agreement:
5274	(a)  The provisions of s. 620.1104(3) do not apply and the
5275	limited partnership has whatever duration such limited
5276	partnership had under the law applicable immediately before
5277	January 1, 2006.
5278	(b)  The limited partnership is not required to amend its
5279	certificate of limited partnership to comply with s.
5280	620.1201(1)(d).
5281	(c)  The provisions of ss. 620.1601 and 620.1602 do not
5282	apply and a limited partner has the same right and power to
5283	dissociate from the limited partnership, with the same
5284	consequences, as existed immediately before July 1, 2005.
5285	(d)  The provisions of s. 620.603(4) do not apply.
5286	(e)  The provisions of s. 620.1603(5) do not apply and a
5287	court has the same power to expel a general partner as the court
5288	had immediately before January 1, 2006.
5289	(f)  The provisions of s. 620.1801(3) do not apply and the
5290	connection between a person's dissociation as a general partner
5291	and the dissolution of the limited partnership is the same as
5292	existed immediately before January 1, 2006.
5293	(4)  With respect to a limited partnership that elects
5294	pursuant to paragraph (1)(b) to be subject to this act, after the
5295	election takes effect the provisions of this act relating to the
5296	liability of the limited partnership's general partners to third
5297	parties apply:
5298	(a)  Before January 1, 2007, to:
5299	1.  A third party that had not done business with the
5300	limited partnership in the year before the election took effect.
5301	2.  A third party that had done business with the limited
5302	partnership in the year before the election took effect only if
5303	the third party knows or has received a notification of the
5304	election.
5305	(b)  On and after January 1, 2007, to all third parties, but
5306	those provisions remain inapplicable to any obligation incurred
5307	while those provisions were inapplicable under subparagraph (a)2.
5308	620.2205 Savings clause.--This act does not affect an action
5309	commenced, proceeding brought, or right accrued before this act
5310	takes effect.
5311	Section 16.  Paragraphs (j) and (k) of subsection (2) of
5312	section 620.8103, Florida Statutes, are amended to read:
5313	620.8103  Effect of partnership agreement; nonwaivable
5314	provisions.--
5315	(2)  The partnership agreement may not:
5316	(j)  Change the notice provisions contained in s.
5317	620.8902(6) or s. 620.8905(6); or
5318	(j)(k)  Restrict rights of third parties under this act.
5319	Section 17.  Subsections (5), (6), (7), and (8) of section
5320	620.8105, Florida Statutes, are amended to read:
5321	620.8105  Execution, filing, and recording of partnership
5322	registration and other statements.--
5323	(5)  A partnership registration statement or other
5324	statement or a certificate of merger or certificate of
5325	conversion must be delivered to the Department of State for
5326	filing, which may be accomplished by electronic filing pursuant
5327	to s. 15.16, and must be typewritten or legibly printed in the
5328	English language. A registration statement or other statement,
5329	or a certificate of merger or certificate of conversion, may
5330	specify a delayed effective time and, if so specified, such
5331	filing shall become effective at the delayed time and date
5332	specified. If a delayed effective date, but no time, is
5333	specified, the filing shall become effective at the close of
5334	business on the delayed effective date. Unless otherwise
5335	permitted by this chapter, a delayed effective date for a
5336	document to be filed may not be later than the 90th day after
5337	the date on which the document is filed.
5338	(6)  A registration statement filed by a partnership must
5339	be executed by at least two partners. Other statements must be
5340	executed by a partner or other person authorized by this act.
5341	The execution of a statement by an individual as, or on behalf
5342	of, a partner or other person named as a partner in a filing
5343	constitutes an affirmation under the penalties of perjury that
5344	the facts stated therein are true.
5345	(7)  A partnership may amend or cancel its registration
5346	statement, and a person authorized by this act to file a
5347	statement of partnership authority, a statement of denial, a
5348	statement of dissociation, a statement of dissolution, a
5349	certificate statement of merger, a certificate of conversion, a
5350	statement of qualification, or a statement of foreign
5351	qualification may amend or cancel such document statement, by
5352	filing an amendment or cancellation that:
5353	(a)  Identifies the partnership and the statement or
5354	certificate being amended or canceled.; and
5355	(b)  States the substance of what is being amended or
5356	canceled.
5357	(8)  A certified copy of a statement or certificate that
5358	has been filed with the Department of State and recorded in the
5359	office for recording transfers of real property has the effect
5360	provided for recorded statements in this act. A recorded
5361	statement that is not a certified copy of a statement or
5362	certificate filed with the Department of State does not have the
5363	effect provided for recorded statements in this act.
5364	Section 18.  Paragraph (n) of subsection (1) of section
5365	620.81055, Florida Statutes, is renumbered as paragraph (o), and
5366	a new paragraph (n) is added to said subsection, to read:
5367	620.81055  Fees for filing documents and issuing
5368	certificates; powers of the Department of State.--
5369	(1)  The Department of State shall collect the following
5370	fees when documents authorized by this act are delivered to the
5371	Department of State for filing:
5372	(n)  Certificate of conversion: $25.
5373	(o)(n)  Any other document required or permitted to be
5374	filed by this act: $25.
5375	Section 19.  Subsection (2) of section 620.8404, Florida
5376	Statutes, is amended to read:
5377	620.8404  General standards of partner's conduct.--
5378	(2)  A partner's duty of loyalty to the partnership and the
5379	other partners is limited to includes, without limitation, the
5380	following:
5381	(a)  To account to the partnership and hold as trustee for
5382	the partnership any property, profit, or benefit derived by the
5383	partner in the conduct and winding up of the partnership
5384	business or derived from a use by the partner of partnership
5385	property, including the appropriation of a partnership
5386	opportunity;
5387	(b)  To refrain from dealing with the partnership in the
5388	conduct or winding up of the partnership business as or on
5389	behalf of a party having an interest adverse to the partnership;
5390	and
5391	(c)  To refrain from competing with the partnership in the
5392	conduct of the partnership business before the dissolution of
5393	the partnership.
5394	Section 20.  Sections 620.8911, 620.8912, 620.8913,
5395	620.8914, 620.8915, 620.8916, 620.8917, 620.8918, 620.8919,
5396	620.8920, 620.8921, 620.8922, and 620.8923, Florida Statutes,
5397	are created to read:
5398	620.8911  Definitions.--As used in this section and ss.
5399	620.8912-620.8923:
5400	(1)  "Constituent partnership" means a constituent
5401	organization that is a partnership governed by this  act.
5402	(2)  "Constituent organization" means an organization that
5403	is party to a merger.
5404	(3)  "Converted organization" means the organization into
5405	which a converting organization converts pursuant to ss.
5406	620.8902-620.8905.
5407	(4)  "Converting partnership" means a converting
5408	organization that is a partnership governed by this act.
5409	(5)  "Converting organization" means an organization that
5410	converts into another organization pursuant to s. 620.8912.
5411	(6)  "Governing law" of an organization means the law that
5412	governs the organization's internal affairs.
5413	(7)  "Organization" means a corporation; general
5414	partnership, including a limited liability partnership; limited
5415	partnership, including a limited liability limited partnership;
5416	limited liability company; common law or business trust or
5417	association; real estate investment trust; or any other person
5418	organized under a governing law or other applicable law, provided
5419	such term shall not include an organization that is not organized
5420	for profit, unless the not-for-profit organization is the
5421	converted organization or the surviving organization in a
5422	conversion or a merger governed by this act. The term includes
5423	both domestic and foreign organizations.
5424	(8)  "Organizational documents" means:
5425	1.  For a domestic or foreign general partnership, its
5426	partnership agreement.
5427	2.  For a limited partnership or foreign limited
5428	partnership, its certificate of limited partnership and
5429	partnership agreement.
5430	3.  For a domestic or foreign limited liability company, its
5431	articles of organization and operating agreement, or comparable
5432	records as provided in its governing law.
5433	4.  For a business trust, its agreement of trust and
5434	declaration of trust.
5435	5.  For a domestic or foreign corporation for profit, its
5436	articles of incorporation, bylaws, and other agreements among its
5437	shareholders which are authorized by its governing law, or
5438	comparable records as provided in its governing law.
5439	6.  For any other organization, the basic records that
5440	create the organization and determine its internal governance and
5441	the relations among the persons that own it, have an interest in
5442	it, or are members of it.
5443	(9)  "Personal liability" means personal liability for a
5444	debt, liability, or other obligation of an organization which is
5445	imposed on a person that coowns, has an interest in, or is a
5446	member of the organization:
5447	1.  By the organization's governing law solely by reason of
5448	the person's coowning, having an interest in, or being a member
5449	of the organization; or
5450	2.  By the organization's organizational documents under a
5451	provision of the organization's governing law authorizing those
5452	documents to make one or more specified persons liable for all or
5453	specified debts, liabilities, and other obligations of the
5454	organization solely by reason of the person or persons' coowning,
5455	having an interest in, or being a member of the organization.
5456	(10)  "Record" means information that is inscribed on a
5457	tangible medium or that is stored in an electronic or other
5458	medium and is retrievable in perceivable form.
5459	(11)  "Surviving organization" means an organization into
5460	which one or more other organizations are merged. A surviving
5461	organization may preexist the merger or be created by the merger.
5462	620.8912  Conversion.--
5463	(1)  An organization other than a partnership may convert to
5464	a partnership, and a partnership may convert to another
5465	organization pursuant to this section and ss. 620.8913-620.8915
5466	and a plan of conversion, if:
5467	(a)  The other organization's governing law authorizes the
5468	conversion.
5469	(b)  The conversion is permitted by the law of the
5470	jurisdiction that enacted the governing law.
5471	(c)  The other organization complies with its governing law
5472	in effecting the conversion.
5473	(2)  A plan of conversion must be in a record and must
5474	include:
5475	(a)  The name and form of the organization before
5476	conversion.
5477	(b)  The name and form of the organization after conversion.
5478	(c)  The terms and conditions of the conversion, including
5479	the manner and basis for converting interests in the converting
5480	organization into any combination of money, interests in the
5481	converted organization, and other consideration.
5482	(d)  The organizational documents of the converted
5483	organization.
5484	620.8913  Action on plan of conversion by converting
5485	partnership.--
5486	(1)  A plan of conversion must be consented to by all of the
5487	partners of a converting partnership. The consents required by
5488	this subsection must be in, or evidenced by, a record.
5489	(2)  Subject to s. 620.8920 and any contractual rights,
5490	after a conversion is approved, and at any time before a filing
5491	is made under s. 620.8914, a converting partnership may amend the
5492	plan or abandon the planned conversion:
5493	(a)  As provided in the plan.
5494	(b)  Except as prohibited by the plan, by the same consent
5495	as was required to approve the plan.
5496	620.8914  Filings required for conversion; effective date.--
5497	(1)  After a plan of conversion is approved:
5498	(a)  A converting partnership shall deliver to the
5499	Department of State for filing a statement of registration in
5500	accordance with s. 620.8105, if such statement was not previously
5501	filed, and a certificate of conversion, in accordance with s.
5502	620.8105, which must include:
5503	1.  A statement that the partnership has been converted into
5504	another organization.
5505	2.  The name and form of the organization and the
5506	jurisdiction of its governing law.
5507	3.  The date the conversion is effective under the governing
5508	law of the converted organization.
5509	4.  A statement that the conversion was approved as required
5510	by this act.
5511	5.  A statement that the conversion was approved as required
5512	by the governing law of the converted organization.
5513	6.  If the converted organization is a foreign organization
5514	not authorized to transact business in this state, the street and
5515	mailing address of an office which the Department of State may
5516	use for the purposes of s. 620.8915(3).
5517	(b)  In the case of a converting organization converting
5518	into a partnership to be governed by this act, the converting
5519	organization shall deliver to the Department of State for filing:
5520	1.  A certificate of registration in accordance with s.
5521	620.8105.
5522	2.  A certificate of conversion, in accordance with s.
5523	620.8105, which certificate of conversion must include:
5524	a.  A statement that the partnership was converted from
5525	another organization.
5526	b.  The name and form of the converting organization and the
5527	jurisdiction of its governing law.
5528	c.  A statement that the conversion was approved as required
5529	by this act.
5530	d.  A statement that the conversion was approved in a manner
5531	that complied with the converting organization's governing law.
5532	e.  The effective time of the conversion, if other than the
5533	time of the filing of the statement of conversion.
5534	(2)  A conversion becomes effective:
5535	(a)  If the converted organization is a partnership, at the
5536	time specified in the plan of conversion or the certificate of
5537	conversion, which may be as of or after the time of the filing of
5538	the certificate of conversion, and, if the certificate of
5539	conversion does not contain such an effective time, the effective
5540	time shall be upon the filing of the certificate of conversion
5541	with the Department of State, provided, if the certificate has a
5542	delayed effective date, the certificate may not be effective any
5543	later than the 90th day after the date it was filed and provided
5544	further, the effective date shall not be any earlier than the
5545	effective date of the statement of registration filed with the
5546	Department of State for the partnership in accordance with s.
5547	620.8105.
5548	(b)  If the converted organization is not a partnership, as
5549	provided by the governing law of the converted organization.
5550	620.8915  Effect of conversion.--
5551	(1)  An organization that has been converted pursuant to
5552	this act is for all purposes the same entity that existed before
5553	the conversion.
5554	(2)  When a conversion takes effect:
5555	(a)  Title to all real estate and other property, or any
5556	interest therein, owned by the converting organization at the
5557	time of its conversion remains vested in the converted
5558	organization without reversion or impairment under this act.
5559	(b)  All debts, liabilities, and other obligations of the
5560	converting organization continue as obligations of the converted
5561	organization.
5562	(c)  An action or proceeding pending by or against the
5563	converting organization may be continued as if the conversion had
5564	not occurred.
5565	(d)  Except as prohibited by other law, all of the rights,
5566	privileges, immunities, powers, and purposes of the converting
5567	organization remain vested in the converted organization.
5568	(e)  Except as otherwise provided in the plan of conversion,
5569	the terms and conditions of the plan of conversion take effect.
5570	(f)  Except as otherwise agreed, the conversion does not
5571	dissolve a converting limited partnership for purposes of this
5572	act and ss. 620.8801-620.8807 shall not apply.
5573	(3)  A converted organization that is a foreign organization
5574	consents to the jurisdiction of the courts of this state to
5575	enforce any obligation owed by the converting partnership, if
5576	before the conversion the converting partnership was subject to
5577	suit in this state on the obligation. A converted organization
5578	that is a foreign organization and not authorized to transact
5579	business in this state shall appoint the Department of State as
5580	its agent for service of process for purposes of enforcing an
5581	obligation under this subsection. Service on the Department of
5582	State under this subsection shall be made in the same manner and
5583	with the same consequences as provided in s. 48.141.
5584	(4)  A copy of the certificate of conversion, certified by
5585	the Department of State, may be filed in any county of this state
5586	in which the converting organization holds an interest in real
5587	property.
5588	620.8916  Merger.--
5589	(1)  A partnership may merge with one or more other
5590	constituent organizations pursuant to this section and ss.
5591	620.8917-620.8919 and a plan of merger, if:
5592	(a)  The governing law of each of the other organizations
5593	authorizes the merger.
5594	(b)  The merger is permitted by the law of each jurisdiction
5595	that enacted those governing laws.
5596	(c)  Each of the other organizations complies with its
5597	governing law in effecting the merger.
5598	(2)  A plan of merger must be in a record and must include:
5599	(a)  The name and form of each constituent organization.
5600	(b)  The name and form of the surviving organization.
5601	(c)  The terms and conditions of the merger, including the
5602	manner and basis for converting the interests in each constituent
5603	organization into any combination of money, interests in the
5604	surviving organization, and other consideration.
5605	(d)  Any amendments to be made by the merger to the
5606	surviving organization's organizational documents.
5607	620.8917  Action on plan of merger by constituent
5608	partnership.--
5609	(1)  A plan of merger must be consented to by all of the
5610	partners of a constituent partnership. The consents required by
5611	this subsection must be in, or evidenced by, a record.
5612	(2)  Subject to s. 620.8920 and any contractual rights,
5613	after a merger is approved, and at any time before a filing is
5614	made under s. 620.8918, a constituent partnership may amend the
5615	plan or abandon the planned merger:
5616	(a)  As provided in the plan.
5617	(b)  Except as prohibited by the plan, with the same consent
5618	as was required to approve the plan.
5619	620.8918  Filings required for merger; effective date.--
5620	(1)  After each constituent organization has approved a
5621	merger, a certificate of merger must be signed on behalf of:
5622	(a)  Each preexisting constituent partnership, by all of the
5623	partners of such partnership.
5624	(b)  Each other preexisting constituent organization, by an
5625	authorized representative.
5626	(2)  The certificate of merger must include:
5627	(a)  The name and form of each constituent organization and
5628	the jurisdiction of its governing law.
5629	(b)  The name and form of the surviving organization, the
5630	jurisdiction of its governing law, and, if the surviving
5631	organization is created by the merger, a statement to that
5632	effect.
5633	(c)  The date the merger is effective under the governing
5634	law of the surviving organization.
5635	(d)  Any amendments provided for in the plan of merger for
5636	the organizational document that created the organization.
5637	(e)  A statement as to each constituent organization that
5638	the merger was approved as required by the organization's
5639	governing law.
5640	(f)  If the surviving organization is a foreign organization
5641	not authorized to transact business in this state, the street and
5642	mailing address of an office which the Department of State may
5643	use for the purposes of subsection 620.8919(2).
5644	(g)  Any additional information required by the governing
5645	law of any constituent organization.
5646	(3)  Each constituent partnership shall deliver to the
5647	Department of State for filing a statement of registration in
5648	accordance with s. 620.8105, if such statement was not previously
5649	filed, and a certificate of merger in accordance with s.
5650	620.8105.
5651	(4)  A merger becomes effective under this act:
5652	(a)  If the surviving organization is a partnership, at the
5653	time specified in the plan of merger or the certificate of
5654	merger, which may be as of or after the time of the filing of the
5655	certificate of merger, and, if the certificate of merger does not
5656	contain such an effective time, the effective time shall be upon
5657	the filing of the statement of merger with the Department of
5658	State, provided, if the certificate has a delayed effective date,
5659	the certificate may not be effective any later than the 90th day
5660	after the date it was filed, and provided further, the effective
5661	date shall not be any earlier than the effective date of the
5662	statement of registration filed with the Department of State for
5663	the partnership in accordance with s. 620.8105.
5664	(b)  If the surviving organization is not a partnership, as
5665	provided by the governing law of the surviving organization.
5666	(5)  A certificate of merger shall act as a cancellation of
5667	any statement of registration for purposes of s. 620.8105 for a
5668	partnership that is a party to the merger that is not the
5669	surviving organization, which cancellation shall be deemed filed
5670	upon the effective date of the merger.
5671	620.8919  Effect of merger.--
5672	(1)  When a merger becomes effective:
5673	(a)  The surviving organization continues.
5674	(b)  Each constituent organization that merges into the
5675	surviving organization ceases to exist as a separate entity.
5676	(c)  Title to all real estate and other property owned by
5677	each constituent organization that ceases to exist vests in the
5678	surviving organization without reversion or impairment.
5679	(d)  All debts, liabilities, and other obligations of each
5680	constituent organization that ceases to exist continue as
5681	obligations of the surviving organization.
5682	(e)  An action or proceeding pending by or against any
5683	constituent organization that ceases to exist may be continued as
5684	if the merger had not occurred.
5685	(f)  Except as prohibited by other law, all of the rights,
5686	privileges, immunities, powers, and purposes of each constituent
5687	organization that ceases to exist vest in the surviving
5688	organization.
5689	(g)  Except as otherwise provided in the plan of merger, the
5690	terms and conditions of the plan of merger take effect.
5691	(h)  Except as otherwise agreed, if a constituent
5692	partnership ceases to exist, the merger does not dissolve the
5693	partnership for purposes of this act, and ss. 620.8801-620.8807
5694	shall not apply.
5695	(i)  Any amendments provided for in the certificate of
5696	merger for the organizational document that created the
5697	organization become effective.
5698	(2)  A surviving organization that is a foreign organization
5699	consents to the jurisdiction of the courts of this state to
5700	enforce any obligation owed by a constituent organization, if
5701	before the merger the constituent organization was subject to
5702	suit in this state on the obligation. A surviving organization
5703	that is a foreign organization and not authorized to transact
5704	business in this state shall appoint the Department of State as
5705	its agent for service of process pursuant to the provisions of s.
5706	48.181.
5707	(3)  A copy of the certificate of merger, certified by the
5708	Department of State, may be filed in any county of this state in
5709	which a constituent organization holds an interest in real
5710	property.
5711	620.8920  Restrictions on approval of conversions and
5712	mergers and on relinquishing limited liability partnership
5713	status.--
5714	(1)  If a partner of a converting or constituent partnership
5715	will have personal liability with respect to a converted or
5716	surviving organization, approval and amendment of a plan of
5717	conversion or merger are ineffective without the consent of the
5718	partner, unless:
5719	(a)  The partnership's partnership agreement provides for
5720	the approval of the conversion or merger with the consent of
5721	fewer than all the partners.
5722	(b)  The partner has consented to the provision of the
5723	partnership agreement.
5724	(2)  An amendment to a statement of qualification of a
5725	limited liability partnership which revokes its status as such
5726	is ineffective without the consent of each general partner
5727	unless:
5728	(a)  The limited liability partnership's partnership
5729	agreement provides for the amendment with the consent of less
5730	than all its partners.
5731	(b)  Each partner that does not consent to the amendment has
5732	consented to the provision of the partnership agreement.
5733	(3)  A partner does not give the consent required by
5734	subsection (1) or subsection (2) merely by consenting to a
5735	provision of the partnership agreement which permits the
5736	partnership agreement to be amended with the consent of fewer
5737	than all the partners.
5738	620.8921  Liability of a partner after conversion or
5739	merger.--
5740	(1)  A conversion or merger under this act does not
5741	discharge any liability under ss. 620.8306 and 620.8703 of a
5742	person that was a partner in or dissociated as a partner from a
5743	converting or constituent partnership, but:
5744	(a)  The provisions of this act pertaining to the collection
5745	or discharge of the liability continue to apply to the liability.
5746	(b)  For the purposes of applying those provisions, the
5747	converted or surviving organization is deemed to be the
5748	converting or constituent partnership.
5749	(c)  If a person is required to pay any amount under this
5750	subsection:
5751	1.  The person has a right of contribution from each other
5752	person that was liable as a partner under s. 620.8306 when the
5753	obligation was incurred and has not been released from the
5754	obligation under s. 620.8703.
5755	2.  Any such rights of contribution and the relative amounts
5756	of contribution shall be determined and settled in the same
5757	manner as provided in s. 620.8807(3).
5758	(2)  In addition to any other liability provided by law:
5759	(a)  A person that immediately before a conversion or merger
5760	became effective was a partner in a converting or constituent
5761	partnership that was not a limited liability partnership is
5762	personally liable on a transaction entered into by the converted
5763	or surviving organization with a third party after the conversion
5764	or merger becomes effective, if, at the time the third party
5765	enters into the transaction, the third party:
5766	1.  Does not have notice of the conversion or merger.
5767	2.  Reasonably believes that:
5768	a.  The converted or surviving business is the converting or
5769	constituent partnership.
5770	b.  The converting or constituent partnership is not a
5771	limited liability limited partnership.
5772	c.  The person is a partner in the converting or constituent
5773	partnership.
5774	(b)  A person that was dissociated as a partner from a
5775	converting or constituent partnership before the conversion or
5776	merger became effective is personally liable on a transaction
5777	entered into by the converted or surviving organization with a
5778	third party after the conversion or merger becomes effective, if:
5779	1.  Immediately before the conversion or merger became
5780	effective the converting or surviving partnership was a not a
5781	limited liability partnership.
5782	2.  At the time the third party enters into the transaction
5783	fewer than 2 years have passed since the person dissociated as a
5784	partner, and the third party:
5785	a.  Does not have notice of the dissociation.
5786	b.  Does not have notice of the conversion or merger.
5787	c.  Reasonably believes that the converted or surviving
5788	organization is the converting or constituent partnership, the
5789	converting or constituent limited partnership is not a limited
5790	liability partnership, and the person is a partner in the
5791	converting or constituent partnership.
5792	620.8922  Power of partners and persons dissociated as
5793	partners to bind organization after conversion or merger.--
5794	(1)  An act of a person who immediately before a conversion
5795	or merger became effective was a partner in a converting or
5796	constituent partnership binds the converted or surviving
5797	organization after the conversion or merger becomes effective,
5798	if:
5799	(a)  Before the conversion or merger became effective, the
5800	act would have bound the converting or constituent limited
5801	partnership under s. 620.8301.
5802	(b)  At the time the third party enters into the
5803	transaction, the third party:
5804	1.  Does not have notice of the conversion or merger.
5805	2.  Reasonably believes that the converted or surviving
5806	business is the converting or constituent partnership and that
5807	the person is a partner in the converting or constituent
5808	partnership.
5809	(2)  An act of a person that before a conversion or merger
5810	became effective was dissociated as a partner from a converting
5811	or constituent partnership binds the converted or surviving
5812	organization after the conversion or merger becomes effective,
5813	if:
5814	(a)  Before the conversion or merger became effective, the
5815	act would have bound the converting or constituent partnership
5816	under s. 620.8301 if the person had been a partner.
5817	(b)  At the time the third party enters into the
5818	transaction, fewer than 2 years have passed since the person
5819	dissociated as a partner, and the third party:
5820	1.  Does not have notice of the dissociation.
5821	2.  Does not have notice of the conversion or merger.
5822	3.  Reasonably believes that the converted or surviving
5823	organization is the converting or constituent partnership and
5824	that the person is a partner in the converting or constituent
5825	partnership.
5826	(3)  If a person having knowledge of the conversion or
5827	merger causes a converted or surviving organization to incur an
5828	obligation under subsection (1) or subsection (2), the person is
5829	liable:
5830	(a)  To the converted or surviving organization for any
5831	damage caused to the organization arising from the obligation.
5832	(b)  If another person is liable for the obligation, to that
5833	other person for any damage caused to that other person arising
5834	from the liability.
5835	620.8923  Application of other laws to provisions governing
5836	conversions and mergers.--
5837	(1)  The provisions of ss. 620.8911-620.8922 do not preclude
5838	an entity from being converted or merged under other law.
5839	(2)  The provisions of ss. 620.8911-620.8922 do not
5840	authorize any act prohibited by any other applicable law or
5841	change the requirements of any law or rule regulating a specific
5842	organization or industry, including, but not limited to, a not-
5843	for-profit organization, insurance, banking or investment
5844	establishment, or other regulated business or activity.
5845	Section 21.  Subsection (1) of section 620.9104, Florida
5846	Statutes, is amended to read:
5847	620.9104  Activities not constituting transacting
5848	business.--
5849	(1)  Activities of a foreign limited liability partnership
5850	which do not constitute transacting business within the meaning
5851	of ss. 620.9101-620.9105 include, but are not limited to:
5852	(a)  Maintaining, defending, or settling an action or
5853	proceeding.;
5854	(b)  Holding meetings of its partners or carrying on any
5855	other activity concerning its internal affairs.;
5856	(c)  Maintaining bank accounts in financial institutions.;
5857	(d)  Maintaining offices or agencies for the transfer,
5858	exchange, and registration of the partnership's own securities
5859	or maintaining trustees or depositories with respect to those
5860	securities.;
5861	(e)  Selling through independent contractors.;
5862	(f)  Soliciting or obtaining orders, whether by mail or
5863	through employees or agents or otherwise, if the orders require
5864	acceptance outside this state before they become contracts.;
5865	(g)  Creating or acquiring indebtedness, mortgages, or
5866	security interests in real or personal property.;
5867	(h)  Securing or collecting debts or foreclosing mortgages
5868	or other security interests in property securing the debts, and
5869	holding, protecting, and maintaining property so acquired.;
5870	(i)  Conducting an isolated transaction that is completed
5871	within 30 days and is not one in the course of similar
5872	transactions of like nature.; and
5873	(j)  Transacting business in interstate commerce.
5874	(k)  Owning and controlling a subsidiary corporation
5875	incorporated in or transacting business within this state or
5876	voting the stock of any corporation which it has lawfully
5877	acquired.
5878	(l)  Owning a limited partnership interest in a limited
5879	partnership that is doing business within this state, unless
5880	such limited partner manages or controls the partnership or
5881	exercises the powers and duties of a general partner.
5882	(m)  Owning, without more, real or personal property.
5883	Section 22.  Effective January 1, 2006:
5884	(1)  Section 608.4384, Florida Statutes, is repealed.
5885	(2)  Sections 620.101, 620.102, 620.103, 620.105, 620.1051,
5886	620.106, 620.107, 620.108, 620.109, 620.112, 620.113, 620.114,
5887	620.115, 620.116, 620.117, 620.118, 620.119, 620.122, 620.123,
5888	620.124, 620.125, 620.126, 620.127, 620.128, 620.129, 620.132,
5889	620.133, 620.134, 620.135, 620.136, 620.137, 620.138, 620.139,
5890	620.142, 620.143, 620.144, 620.145, 620.146, 620.147, 620.148,
5891	620.149, 620.152, 620.153, 620.154, 620.155, 620.156, 620.157,
5892	620.158, 620.159, 620.162, 620.163, 620.164, 620.165, 620.166,
5893	620.167, 620.168, 620.169, 620.172, 620.173, 620.174, 620.175,
5894	620.176, 620.177, 620.178, 620.179, 620.182, 620.1835, 620.184,
5895	620.185, 620.186, 620.187, 620.192, 620.201, 620.202, 620.203,
5896	620.204, and 620.205, Florida Statutes, are repealed.
5897	(3)  Sections 620.8901, 620.8902, 620.8903, 620.8904,
5898	620.8905, 6210.8906, 620.8907, and 620.8908, Florida Statutes,
5899	are repealed.
5900	Section 23.  Except as otherwise provided herein, this act
5901	shall take effect January 1, 2006.

CODING: Words stricken are deletions; words underlined are additions.