PART I. FLORIDA REVISED UNIFORM LIMITED PARTNERSHIP ACT OF 2005

SECTION 620.1101. Popular name.

SECTION 620.1102. Definitions.

SECTION 620.1103. Knowledge and notice.

SECTION 620.1104. Nature, purpose, and duration of entity.

SECTION 620.1105. Powers.

SECTION 620.1106. Governing law.

SECTION 620.1107. Supplemental principles of law; rate of interest.

SECTION 620.1108. Name.

SECTION 620.11085. Reserved name.

SECTION 620.1109. Department of State; fees.

SECTION 620.1110. Effect of partnership agreement; nonwaivable provisions.

SECTION 620.1111. Required information.

SECTION 620.1112. Business transactions of partner with partnership.

SECTION 620.1113. Dual capacity.

SECTION 620.1114. Designated office, registered office, and registered agent.

SECTION 620.1115. Change of registered agent or registered office.

SECTION 620.1116. Resignation of registered agent.

SECTION 620.1117. Service of process.

SECTION 620.1118. Consent and proxies of partners.

SECTION 620.1201. Formation of limited partnership; certificate of limited partnership.

SECTION 620.1202. Amendment or restatement of certificate.

SECTION 620.1203. Certificate of dissolution; statement of termination.

SECTION 620.1204. Signing of records.

SECTION 620.1205. Signing and filing pursuant to judicial order.

SECTION 620.1206. Delivery to and filing of records by Department of State; effective time and date; notice.

SECTION 620.1207. Correcting filed record.

SECTION 620.1208. Liability for false information in filed record.

SECTION 620.1209. Certificate of status.

SECTION 620.1210. Annual report for Department of State.

SECTION 620.1301. Becoming limited partner.

SECTION 620.1302. No right or power as limited partner to bind limited partnership; certain approval rights.

SECTION 620.1303. No liability as limited partner for limited partnership obligations.

SECTION 620.1304. Right of limited partner and former limited partner to information.

SECTION 620.1305. Limited duties of limited partners.

SECTION 620.1306. Person erroneously believing self to be limited partner.

SECTION 620.1401. Becoming general partner.

SECTION 620.1402. General partner agent of limited partnership.

SECTION 620.1403. Limited partnership liable for general partner’s actionable conduct.

SECTION 620.1404. General partner’s liability.

SECTION 620.1405. Actions by and against partnership and partners.

SECTION 620.1406. Management rights of general partner; approval rights of other partners.

SECTION 620.1407. Right of general partner and former general partner to information.

SECTION 620.1408. General standards of conduct for general partner.

SECTION 620.1501. Form of contribution.

SECTION 620.1502. Liability for contribution.

SECTION 620.1503. Sharing of profits, losses, and distributions.

SECTION 620.1504. Interim distributions.

SECTION 620.1505. No distribution on account of dissociation.

SECTION 620.1506. Distribution in kind.

SECTION 620.1507. Right to distribution.

SECTION 620.1508. Limitations on distribution.

SECTION 620.1509. Liability for improper distributions.

SECTION 620.1601. Dissociation as limited partner.

SECTION 620.1602. Effect of dissociation as limited partner.

SECTION 620.1603. Dissociation as general partner.

SECTION 620.1604. Person’s power to dissociate as general partner; wrongful dissociation.

SECTION 620.1605. Effect of dissociation as general partner.

SECTION 620.1606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

SECTION 620.1607. Liability to other persons of person dissociated as general partner.

SECTION 620.1701. Partner’s transferable interest; certificates.

SECTION 620.1702. Transfer of partner’s transferable interest.

SECTION 620.1703. Rights of creditor of partner or transferee.

SECTION 620.1704. Power of estate of deceased partner.

SECTION 620.1801. Nonjudicial dissolution.

SECTION 620.1802. Judicial dissolution.

SECTION 620.1803. Winding up.

SECTION 620.1804. Power of general partner and person dissociated as general partner to bind partnership after dissolution.

SECTION 620.1805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

SECTION 620.1806. Known claims against dissolved limited partnership.

SECTION 620.1807. Unknown claims against dissolved limited partnership.

SECTION 620.1808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

SECTION 620.1809. Administrative dissolution.

SECTION 620.1810. Reinstatement following administrative dissolution.

SECTION 620.1811. Appeal from denial of reinstatement.

SECTION 620.1812. Revocation of dissolution.

SECTION 620.1813. Disposition of assets; when contributions required.

SECTION 620.1901. Governing law regarding foreign limited partnerships.

SECTION 620.1902. Application for certificate of authority.

SECTION 620.1903. Activities not constituting transacting business.

SECTION 620.1904. Filing of certificate of authority.

SECTION 620.1905. Noncomplying name of foreign limited partnership.

SECTION 620.1906. Revocation of certificate of authority.

SECTION 620.1907. Cancellation of certificate of authority; effect of failure to have certificate.

SECTION 620.1908. Action by Attorney General.

SECTION 620.1909. Reinstatement following administrative revocation.

SECTION 620.1910. Amending certificate of authority.

SECTION 620.2001. Direct action by partner.

SECTION 620.2002. Derivative action.

SECTION 620.2003. Proper plaintiff.

SECTION 620.2004. Pleading.

SECTION 620.2005. Proceeds and expenses.

SECTION 620.2101. Definitions.

SECTION 620.2102. Conversion.

SECTION 620.2103. Action on plan of conversion by converting limited partnership.

SECTION 620.2104. Filings required for conversion; effective date.

SECTION 620.2105. Effect of conversion.

SECTION 620.2106. Merger.

SECTION 620.2107. Action on plan of merger by constituent limited partnership.

SECTION 620.2108. Filings required for merger; effective date.

SECTION 620.2109. Effect of merger.

SECTION 620.2110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

SECTION 620.2111. Liability of general partner after conversion or merger.

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

SECTION 620.2113. Appraisal rights; definitions.

SECTION 620.2114. Right of limited partners to appraisal.

SECTION 620.2115. Assertion of rights by nominees and beneficial owners.

SECTION 620.2116. Notice of appraisal rights.

SECTION 620.2117. Notice of intent to demand payment.

SECTION 620.2118. Appraisal notice and form.

SECTION 620.2119. Perfection of rights; right to withdraw.

SECTION 620.2120. Limited partner’s acceptance of limited partnership’s offer.

SECTION 620.2121. Procedure if limited partner is dissatisfied with offer.

SECTION 620.2122. Court action.

SECTION 620.2123. Court costs and counsel fees.

SECTION 620.2124. Limitation on limited partnership payment.

SECTION 620.2125. Application of other laws to provisions governing conversions and mergers.

SECTION 620.2201. Uniformity of application and construction.

SECTION 620.2202. Severability clause.

SECTION 620.2203. Relation to Electronic Signatures in Global and National Commerce Act.

SECTION 620.2204. Application to existing relationships.

SECTION 620.2205. Savings clause.

PART II. REVISED UNIFORM PARTNERSHIP ACT

SECTION 620.81001. Uniformity of application and construction.

SECTION 620.81002. Short title.

SECTION 620.8101. Definitions.

SECTION 620.8102. Knowledge and notice.

SECTION 620.8103. Effect of partnership agreement; nonwaivable provisions.

SECTION 620.8104. Supplemental principles of law.

SECTION 620.8105. Execution, filing, and recording of partnership registration and other statements.

SECTION 620.81054. Correcting a filed record.

SECTION 620.81055. Fees for filing documents and issuing certificates; powers of the Department of State.

SECTION 620.8106. Governing law.

SECTION 620.8107. Partnership subject to amendment or repeal of act.

SECTION 620.8201. Partnership as entity.

SECTION 620.8202. Formation of partnership.

SECTION 620.8203. Partnership property.

SECTION 620.8204. When property is partnership property.

SECTION 620.8301. Partner agent of partnership.

SECTION 620.8302. Transfer of partnership property.

SECTION 620.8303. Statement of partnership authority.

SECTION 620.8304. Statement of denial.

SECTION 620.8305. Partnership liable for partner’s actionable conduct.

SECTION 620.8306. Partner’s liability.

SECTION 620.8307. Actions by and against partnership and partners.

SECTION 620.8308. Liability of purported partner.

SECTION 620.8401. Partner’s rights and duties.

SECTION 620.8402. Distributions in kind.

SECTION 620.8403. Partner’s rights and duties with respect to information.

SECTION 620.8404. General standards of partner’s conduct.

SECTION 620.8405. Actions by partnership and partners.

SECTION 620.8406. Continuation of partnership beyond definite term or particular undertaking.

SECTION 620.8501. Partner not co-owner of partnership property.

SECTION 620.8502. Partner’s transferable interest in partnership.

SECTION 620.8503. Transfer of partner’s transferable interest.

SECTION 620.8504. Partner’s transferable interest subject to charging order.

SECTION 620.8601. Events causing partner’s dissociation.

SECTION 620.8602. Partner’s power to dissociate; wrongful dissociation.

SECTION 620.8603. Effect of partner’s dissociation.

SECTION 620.8701. Purchase of dissociated partner’s interest.

SECTION 620.8702. Dissociated partner’s power to bind and liability to partnership.

SECTION 620.8703. Dissociated partner’s liability to other persons.

SECTION 620.8704. Statement of dissociation.

SECTION 620.8705. Continued use of partnership name.

SECTION 620.8801. Events causing dissolution and winding up of partnership business.

SECTION 620.8802. Partnership continues after dissolution.

SECTION 620.8803. Right to wind up partnership business.

SECTION 620.8804. Partner’s power to bind partnership after dissolution.

SECTION 620.8805. Statement of dissolution.

SECTION 620.8806. Partner’s liability to other partners after dissolution.

SECTION 620.8807. Settlement of accounts and contributions among partners.

SECTION 620.8911. Definitions.

SECTION 620.8912. Conversion.

SECTION 620.8913. Action on plan of conversion by converting partnership.

SECTION 620.8914. Filings required for conversion; effective date.

SECTION 620.8915. Effect of conversion.

SECTION 620.8916. Merger.

SECTION 620.8917. Action on plan of merger by constituent partnership.

SECTION 620.8918. Filings required for merger; effective date.

SECTION 620.8919. Effect of merger.

SECTION 620.8920. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.

SECTION 620.8921. Liability of a partner after conversion or merger.

SECTION 620.8922. Power of partners and persons dissociated as partners to bind organization after conversion or merger.

SECTION 620.8923. Application of other laws to provisions governing conversions and mergers.

SECTION 620.9001. Statement of qualification.

SECTION 620.9002. Name.

SECTION 620.9003. Annual report.

SECTION 620.9101. Law governing foreign limited liability partnership.

SECTION 620.9102. Statement of foreign qualification.

SECTION 620.9103. Effect of failure to qualify.

SECTION 620.9104. Activities not constituting transacting business.

SECTION 620.9105. Action by Attorney General.

SECTION 620.9901. Applicability.

SECTION 620.9902. Saving clause.