eLaws of Florida

  SECTION 620.2112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.  


Latest version.
  • 1(1) 2An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
    41(a) 42Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 62620.140263.
    64(b) 65At the time the third party enters into the transaction, the third party:
    781. 79Does not have notice of the conversion or merger.
    882. 89Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
    119(2) 120An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
    160(a) 161Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 181620.1402 182if the person had been a general partner.
    190(b) 191At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
    2191. 220Does not have notice of the dissociation.
    2272. 228Does not have notice of the conversion or merger.
    2373. 238Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
    268(3) 269If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or subsection (2), the person is liable:
    299(a) 300To the converted or surviving organization for any damage caused to the organization arising from the obligation.
    317(b) 318If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
History.-s. 17, ch. 2005-267.

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