CHAPTER 620

620.1101 Popular name. This section and ss. 620.1102-620.2205 may be cited as the “Florida Revised Uniform Limited Partnership Act of 2005.” History. — s. 17, ch. 2005-267. 620.1102 Definitions. As used in this act: (1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended. (2) “Certificate of limited partnership” means the certificate required by s. 620.1201. The term includes the certificate as amended or restated. (3) “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner. (4) “Debtor in bankruptcy” means a person that is the subject of: (a) An order for relief under Title 11 U.S.C. or a comparable order under a successor statute of general application; or (b) A comparable order under federal, state, or foreign law governing insolvency. (5) “Designated office” means: (a) With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under s. 620.1114. (b) With respect to a foreign limited partnership, its principal office. (6) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (7) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to s. 620.1404(3). (8) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. (9) “General partner” means: (a) With respect to a limited partnership, a person that: 1. Becomes a general partner under s. 620.1401; or 2. Was a general partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2). (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (10) “Limited liability limited partnership,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership, or which was a limited liability limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2). (11) “Limited partner” means: (a) With respect to a limited partnership, a person that: 1. Becomes a limited partner under s. 620.1301; or 2. Was a limited partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2). (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (12) “Limited partnership,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this act by two or more persons or becomes subject to this act as the result of a conversion or merger under this act, or which was a limited partnership governed by the laws of this state when this act became a law and became subject to this act under s. 620.2204(1) or (2). The term includes a limited liability limited partnership. (13) “Partner” means a limited partner or general partner. (14) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination thereof, concerning the limited partnership. The term includes the agreement as amended or restated. (15) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. (16) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership. (17) “Principal office” means the office at which the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. (18) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (19) “Registered agent” means the person acting as the registered agent of the limited partnership for service of process and meeting the requirements in s. 620.1114. (20) “Registered office” means the address of the registered agent meeting the requirements of s. 620.1114. (21) “Required information” means the information that a limited partnership is required to maintain under s. 620.1111. (22) “Sign” means to: (a) Execute or adopt a tangible symbol with the present intent to authenticate a record; or (b) Attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record. (23) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (24) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (25) “Transferable interest” means a partner’s right to receive distributions. (26) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. History. — s. 17, ch. 2005-267. 620.1103 Knowledge and notice. (1) A person knows a fact if the person has actual knowledge of the fact. (2) A person has notice of a fact if the person: (a) Knows of the fact; (b) Has received a notification of the fact; (c) Has reason to know the fact exists from all of the facts known to the person at the time in question; or (d) Has notice of the fact under subsection (3) or subsection (4). (3) A certificate of limited partnership on file in the Department of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (4), the certificate is not notice of any other fact. (4) A person has notice of: (a) Another person’s dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; (b) A limited partnership’s dissolution 90 days after the effective date of the certificate of dissolution of the limited partnership; (c) A limited partnership’s termination 90 days after the effective date of a statement of termination; (d) A limited partnership’s conversion under s. 620.2102 90 days after the effective date of the certificate of conversion; (e) A merger under s. 620.2106 90 days after the effective date of the certificate of merger; or (f) Any limitations upon the authority of a general partner as set forth in the initial certificate of limited partnership or, if the limitations are added by an amendment or restatement of the certificate of limited partnership, 90 days after the effective date of the amendment or restatement, provided a provision in the certificate of limited partnership limiting the authority of a general partner to transfer real property held in the name of the limited partnership is not notice of the limitation to a person who is not a partner unless the limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited partnership and is recorded in the office for recording transfers of such real property. (5) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it. (6) A person receives a notification when the notification: (a) Comes to the person’s attention; or (b) Is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications. (7) Except as otherwise provided in subsection (8), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (8) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. History. — s. 17, ch. 2005-267. 620.1104 Nature, purpose, and duration of entity. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may be organized under this act for any lawful purpose. (3) A limited partnership has a perpetual duration. History. — s. 17, ch. 2005-267. 620.1105 Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. History. — s. 17, ch. 2005-267. 620.1106 Governing law. The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. History. — s. 17, ch. 2005-267. 620.1107 Supplemental principles of law; rate of interest. (1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (2) If an obligation to pay interest arises under this act and the rate is not specified, the same rate of interest that has been determined for judgments in accordance with s. 55.03 shall apply to the obligation in question. History. — s. 17, ch. 2005-267. 620.1108 Name. (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “limited” or the abbreviation “L.P.” or “Ltd.” or the designation “LP,” and may not contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or the designation “LLLP,” as will clearly indicate that it is a limited partnership instead of a natural person, corporation, limited liability company, or other business entity. (3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.” or designation “LLLP,” as will clearly indicate that it is a limited liability limited partnership instead of a natural person or other business entity, except that a limited liability limited partnership organized prior to January 1, 2006, that was using an abbreviation or designation permitted under prior law shall be entitled to continue using such abbreviation or designation until its dissolution. (4) The name of a limited partnership must be distinguishable in the records of the Department of State from the names of all other entities or filings that are on file with the Department of State, except fictitious name registrations pursuant to s. 865.09, general partnership registrations pursuant to s. 620.8105, and limited liability partnership statements pursuant to s. 620.9001 which are organized, registered, or reserved under the laws of this state; however, a limited partnership or a limited liability limited partnership may register under a name that is not otherwise distinguishable on the records of the Department of State with the written consent of the other entity if the consent is filed with the Department of State at the time of registration of such name and if such name is not identical to the name of the other entity. A name that is different from the name of another entity or filing due to any of the following is not considered distinguishable: (a) A suffix. (b) A definite or indefinite article. (c) The word “and” and the symbol “&.” (d) The singular, plural, or possessive form of a word. (e) A punctuation mark or a symbol. (5) Subject to s. 620.1905, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority. (6) A limited partnership or a limited liability limited partnership in existence before January 1, 2020, that has a name that does not clearly indicate that it is a limited partnership or a limited liability limited partnership instead of a natural person, corporation, limited liability company, or other business entity may continue using its name until it dissolves or amends its name in the records of the Department of State. History. — s. 17, ch. 2005-267; s. 71, ch. 2006-1; s. 35, ch. 2014-209; s. 278, ch. 2019-90. 620.11085 Reserved name. (1) A person may reserve the exclusive use of the name of a limited partnership, including an alternate name for a foreign limited partnership whose name is not available, by delivering an application to the Department of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the department finds that the name of the limited partnership applied for is available, it must reserve the name for the applicant’s exclusive use for a nonrenewable 120-day period. (2) The owner of a reserved name of a limited partnership may transfer the reservation to another person by delivering to the Department of State a signed notice of the transfer that states the name and address of the transferee. (3) The Department of State may revoke any reservation if, after a hearing, it finds that the application therefor or any transfer thereof was not made in good faith. History. — s. 279, ch. 2019-90. 620.1109 Department of State; fees. In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this act are as follows: (1) For furnishing a certified copy: $52.50 for the first 15 pages plus $1.00 for each additional page. (2) For filing an original certificate of limited partnership: $965. (3) For filing an original application for registration as a foreign limited partnership: $965. (4) For filing certificate of conversion: $52.50. (5) For filing certificate of merger: $52.50 for each party thereto. (6) For filing a reinstatement: $500 for each calendar year or part thereof the limited partnership was administratively dissolved or foreign limited partnership was revoked in the records of the Department of State. (7) For filing an annual report: $411.25. (8) For filing a certificate: (a) Designating a registered agent: $35; (b) Changing a registered agent or registered office address: $35; (c) Resigning as a registered agent: $87.50; or (d) Of amendment or restatement of the certificate of limited partnership: $52.50; (9) For filing a statement of termination: $52.50. (10) For filing a notice of cancellation for foreign limited partnership: $52.50. (11) For furnishing a certificate of status or authorization: $8.75. (12) For filing a certificate of dissolution: $52.50. (13) For filing a certificate of revocation of dissolution: $52.50. (14) For filing any other domestic or foreign limited partnership document: $52.50. History. — s. 17, ch. 2005-267. 620.1110 Effect of partnership agreement; nonwaivable provisions. (1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership. (2) A partnership agreement may not: (a) Vary a limited partnership’s power under s. 620.1105 to sue, be sued, and defend in its own name; (b) Vary the law applicable to a limited partnership under s. 620.1106; (c) Vary the requirements of s. 620.1204; (d) Vary the information required under s. 620.1111 or unreasonably restrict the right to information under s. 620.1304 or s. 620.1407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (e) Eliminate the duty of loyalty of a general partner under s. 620.1408 but the partnership agreement may: 1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and 2. Specify the number, percentage, class, or other type of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (f) Unreasonably reduce the duty of care of a general partner under s. 620.1408(3); (g) Eliminate the obligation of good faith and fair dealing under ss. 620.1305(2) and 620.1408(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (h) Vary the power of a person to dissociate as a general partner under s. 620.1604(1), except to require that the notice under s. 620.1603(1) be in a record; (i) Vary the power of a court to decree dissolution in the circumstances specified in s. 620.1802; (j) Vary the requirement to wind up the partnership’s business as specified in s. 620.1803; (k) Unreasonably restrict the right to maintain an action under s. 620.2001 or s. 620.2002; (l) Restrict the right of a partner under s. 620.2110(1) to approve a conversion or merger or the right of a general partner under s. 620.2110(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or (m) Restrict rights under this act of a person other than a partner or a transferee. History. — s. 17, ch. 2005-267; s. 72, ch. 2006-1. 620.1111 Required information. A limited partnership shall maintain at its designated office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed. (3) A copy of any filed certificate of conversion or merger, together with the plan of conversion or plan of merger approved by the partners. (4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years. (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement. (6) A copy of any financial statement of the limited partnership for the 3 most recent years. (7) A copy of the three most recent annual reports delivered by the limited partnership to the Department of State pursuant to s. 620.1210. (8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this act or the partnership agreement. (9) Unless contained in a partnership agreement made in a record, a record stating: (a) The amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each partner. (b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made. (c) For any person that is both a general partner and a limited partner, a specification of transferable interest the person owns in each capacity. (d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. History. — s. 17, ch. 2005-267. 620.1112 Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions of this act, a partner has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History. — s. 17, ch. 2005-267. 620.1113 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this act and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this act and the partnership agreement for limited partners. History. — s. 17, ch. 2005-267. 620.1114 Designated office, registered office, and registered agent. (1) A limited partnership shall designate and continuously maintain in this state: (a) A designated office, which need not be a place of its activity in this state. (b) A registered agent for service of process upon the limited partnership and a registered office, which shall be the address of its registered agent. (2) A foreign limited partnership shall designate and continuously maintain in this state a registered agent for service of process and a registered office, which shall be the address of its registered agent. (3) A registered agent of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state. History. — s. 17, ch. 2005-267. 620.1115 Change of registered agent or registered office. (1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department of State for filing a statement of change containing: (a) The name of the limited partnership or foreign limited partnership. (b) The name of its current registered agent. (c) If the registered agent is to be changed, the name and written acceptance of the new registered agent. (d) The street address of its current registered office address for its registered agent. (e) If the registered office address is to be changed, the new street address in this state of such office. (2) A statement of change is effective when filed by the Department of State. (3) The changes described in this section may also be made on the limited partnership or foreign limited partnership’s annual report filed with the Department of State. History. — s. 17, ch. 2005-267. 620.1116 Resignation of registered agent. (1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for filing a signed statement of resignation containing the name of the limited partnership or foreign limited partnership. (2) After filing the statement with the Department of State, the registered agent shall mail a copy to the limited partnership’s or foreign limited partnership’s current mailing address. (3) A registered agent is terminated on the 31st day after the Department of State files the statement of resignation. History. — s. 17, ch. 2005-267. 620.1117 Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership. (1) Service of process on a limited partnership or foreign limited partnership must be made in accordance with s. 48.061 and chapter 48 or chapter 49. (2) Any notice or demand on a limited partnership or foreign limited partnership under this chapter may be given or made to any general partner of the limited partnership or foreign limited partnership, to the registered agent of the limited partnership or foreign limited partnership at the registered office in this state, or to any other address in this state which is in fact the principal office of the limited partnership or foreign limited partnership in this state. (3) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law. History. — s. 17, ch. 2005-267; s. 30, ch. 2022-190. 620.1118 Consent and proxies of partners. Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by a record appointing the proxy that is signed, either personally or by the partner’s attorney in fact. History. — s. 17, ch. 2005-267. 620.1201 Formation of limited partnership; certificate of limited partnership. (1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The certificate must state: (a) The name of the limited partnership, which must comply with s. 620.1108. (b) The street and mailing address of the initial designated office of the limited partnership, and the name, street address in this state, and written acceptance of the initial registered agent. (c) The name and the business address of each general partner; each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn. (d) Whether the limited partnership is a limited liability limited partnership. (e) Any additional information which may be required by s. 620.2104 or s. 620.2108. (2) A certificate of limited partnership may also contain any other matters, but may not vary or otherwise affect the provisions specified in s. 620.1110(2) in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(4), a limited partnership is formed when the Department of State files the certificate of limited partnership. (4) Subject to subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, a filed certificate of conversion or merger, or a certificate of dissolution or revocation of dissolution, involving the limited partnership: (a) The partnership agreement prevails as to partners and transferees. (b) The filed certificate of limited partnership, statement of dissociation, termination, or change, certificate of conversion or merger, or certificate of dissolution or revocation of dissolution prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. History. — s. 17, ch. 2005-267; s. 11, ch. 2018-58. 620.1202 Amendment or restatement of certificate. (1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an amendment or restatement or, pursuant to s. 620.2108, certificate of merger stating: (a) The name of the limited partnership. (b) The date of filing of its initial certificate. (c) The changes the amendment or restatement makes to the certificate as most recently amended or restated. (2) A limited partnership shall promptly deliver to the Department of State for filing an amendment to or restatement of a certificate of limited partnership to reflect: (a) The admission of a new general partner; (b) The dissociation of a person as a general partner; or (c) The appointment of a person to wind up the limited partnership’s activities under s. 620.1803(3) or (4). (3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (a) Cause the certificate to be amended or restated; or (b) If appropriate, deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207. (4) A certificate of limited partnership may be amended or restated at any time for any other proper purpose as determined by the limited partnership. (5) Subject to s. 620.1206(4), an amendment or restated certificate is effective when filed by the Department of State. (6) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the Department of State one or more certificates or other instruments pursuant to any provision of this section, and the limited partnership may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership in accordance with subsections (7)-(10). (7) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or restated by any instrument that was executed and filed pursuant to any of the subsections in this section, the restated certificate shall be specifically designated in its heading as a “Restated Certificate of Limited Partnership,” together with such other words as the limited partnership may deem appropriate, and shall be executed by at least one general partner and filed as provided by this act with the Department of State. If the restated certificate restates and integrates and also further amends in any respect the initial certificate of limited partnership, as theretofore amended or restated, the restated certificate shall be specifically designated in its heading as an “Amended and Restated Certificate of Limited Partnership,” together with such other words as the limited partnership may deem appropriate, and shall be executed by at least one general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner and filed as provided by this act with the Department of State. (8) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership’s present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original certificate of limited partnership with the Department of State; and, subject to s. 620.1206(4), the delayed effective date or time, which shall be a date or time certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership’s certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well. (9) Upon the filing of the restated certificate of limited partnership with the Department of State, or upon the delayed effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded. Thereafter, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged. (10) Any amendment or change effected in accordance with subsections (7)-(9) and this subsection shall be subject to any other provisions of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change. History. — s. 17, ch. 2005-267; s. 12, ch. 2018-58. 620.1203 Certificate of dissolution; statement of termination. (1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth: (a) The name of the limited partnership. (b) The date of filing of its initial certificate of limited partnership. (c) The reason for filing the certificate of dissolution. (d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4). (2) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(4) the dissolution of the limited partnership shall be effective when the Department of State files the certificate of dissolution. (3) A dissolved limited partnership that has completed winding up may deliver to the Department of State for filing a statement of termination that states: (a) The name of the limited partnership. (b) The date of filing of its initial certificate of limited partnership. (c) The limited partnership has completed winding up its affairs and wishes to file a statement of termination. (d) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to s. 620.1803(3) or (4). History. — s. 17, ch. 2005-267; s. 13, ch. 2018-58. 620.1204 Signing of records. (1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership. (b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of limited partnership. (c) An amendment designating as general partner a person admitted under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner must be signed by that person. (d) An amendment required by s. 620.1803(3) following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person. (e) Any other amendment must be signed by: 1. At least one general partner listed in the certificate of limited partnership. 2. Each other person designated in the amendment as a new general partner. 3. Each person that the amendment indicates has dissociated as a general partner, unless: a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or b. The person has previously delivered to the Department of State for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate of limited partnership effects a change described under any other paragraph of this subsection, the certificate of limited partnership must also be signed in a manner that satisfies that paragraph. (g) A certificate of dissolution, a statement of termination, and a certificate of revocation of dissolution must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 620.1803(3) or (4) to wind up the dissolved limited partnership’s activities. (h) A certificate of conversion must be signed as provided in s. 620.2104(1). (i) A certificate of merger must be signed as provided in s. 620.2108(1). (j) Any other record delivered on behalf of a limited partnership to the Department of State for filing must be signed by at least one general partner listed in the certificate of limited partnership. (k) A statement by a person pursuant to s. 620.1605(2) stating that the person has dissociated as a general partner must be signed by that person. (l) A statement of withdrawal by a person pursuant to s. 620.1306 must be signed by that person. (m) A record delivered on behalf of a foreign limited partnership to the Department of State for filing must be signed by at least one general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the Department of State for filing must be signed by that person. (2) Any person may sign by an attorney in fact any record to be filed pursuant to this act. History. — s. 17, ch. 2005-267; s. 73, ch. 2006-1. 620.1205 Signing and filing pursuant to judicial order. (1) If a person required by this act to sign a record or deliver a record to the Department of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order: (a) The person to sign the record; (b) The person to deliver the record to the Department of State for filing; or (c) The Department of State to file the record unsigned. (2) If the person aggrieved under subsection (1) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (1) may seek the remedies provided in subsection (1) in the same action in combination or in the alternative. (3) A record filed unsigned pursuant to this section is effective without being signed. History. — s. 17, ch. 2005-267. 620.1206 Delivery to and filing of records by Department of State; effective time and date; notice. (1) A record authorized or required to be delivered to the Department of State for filing under this act must be captioned to describe the record’s purpose, be in a medium permitted by the Department of State, and be delivered to the Department of State. Unless the Department of State determines that a record does not comply with the filing requirements of this act, and if all filing fees have been paid, the Department of State shall file the record. (2) After filing a record, the Department of State shall send a notice to the electronic mail address on file for the limited partnership or foreign limited partnership or the registered agent of such partnership or send a copy of the document to the mailing address of such partnership or registered agent. If the record changes the electronic mail address of the limited partnership or foreign limited partnership, the Department of State must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the limited partnership or foreign limited partnership, the Department of State must send such notice to the new mailing address and to the most recent prior mailing address. (3) Upon request and payment of a fee, the Department of State shall send to the requester a certified copy of the requested record. (4) Except as otherwise provided in ss. 620.1116 and 620.1207, a record delivered to the Department of State for filing under this act may specify an effective time and a delayed effective date. Except as otherwise provided in this act, a record filed by the Department of State is effective: (a) If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Department of State’s endorsement of the date and time on the record; (b) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (c) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: 1. The specified date; or 2. The 90th day after the record is filed; or (d) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: 1. The specified date; or 2. The 90th day after the record is filed. History. — s. 17, ch. 2005-267; s. 7, ch. 2018-58. 620.1207 Correcting filed record. (1) A limited partnership or foreign limited partnership may deliver to the Department of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Department of State and filed by the Department of State, if at the time of filing the record contained false, misleading, fraudulent, or erroneous information or was defectively signed. (2) A statement of correction may not state a delayed effective date and must: (a) Describe the record to be corrected, including its filing date. (b) Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective. (c) Correct the incorrect information or defective signature. (3) When filed by the Department of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: (a) For the purposes of s. 620.1103(3) and (4). (b) As to persons relying on the uncorrected record and adversely affected by the correction. (4) A statement of correction that is filed under subsection (1) to correct a record that contains false, misleading, or fraudulent information is not subject to a fee of the Department of State if the statement of correction is delivered to the Department of State within 15 days after the notification of filing sent pursuant to s. 620.1206. History. — s. 17, ch. 2005-267; s. 74, ch. 2006-1; s. 8, ch. 2018-58. 620.1208 Liability for false information in filed record. (1) If a record delivered to the Department of State for filing under this act and filed by the Department of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the record, or caused another to sign the record on the person’s behalf, and knew the information to be false at the time the record was signed. (b) A general partner that has notice the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment pursuant to s. 620.1202, file a petition pursuant to s. 620.1205, or deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207. (2) Signing a record authorized or required to be filed under this act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. History. — s. 17, ch. 2005-267. 620.1209 Certificate of status. (1) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of limited partnership. A certificate of status must state: (a) The limited partnership’s name. (b) That the limited partnership was duly formed under the laws of this state and the date of formation. (c) Whether all fees and penalties due to the Department of State under this act have been paid. (d) Whether the limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State. (e) Whether the Department of State has administratively dissolved the limited partnership or received a record notifying the Department of State that the limited partnership has been dissolved by judicial action pursuant to s. 620.1802. (f) Whether the Department of State has filed a certificate of dissolution for the limited partnership. (g) Whether the Department of State has filed a statement of termination for the limited partnership. (2) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign limited partnership if the records filed in the Department of State show that the Department of State has filed a certificate of authority. A certificate of status must state: (a) The foreign limited partnership’s name and any alternate name adopted under s. 620.1905(1) for use in this state. (b) That the foreign limited partnership is authorized to transact business in this state. (c) Whether all fees and penalties due to the Department of State under this act or other law have been paid. (d) Whether the foreign limited partnership’s most recent annual report required by s. 620.1210 has been filed by the Department of State. (e) Whether the Department of State has revoked the foreign limited partnership’s certificate of authority or filed a notice of cancellation. (3) Subject to any qualification stated in the certificate, a certificate of status issued by the Department of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state. History. — s. 17, ch. 2005-267. 620.1210 Annual report for Department of State. (1) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Department of State for filing an annual report that states: (a) The name of the limited partnership or, if a foreign limited partnership, the name under which the foreign limited partnership is registered to transact business in this state. (b) The street and mailing address of the limited partnership or foreign limited partnership, the name of its registered agent in this state, and the street address of its registered office in this state. (c) The name and business address of each general partner. Each general partner that is not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn. (d) Federal Employer Identification number. (e) Any additional information that is necessary or appropriate to enable the Department of State to carry out the provisions of this act. (2) Information in an annual report must be current as of the date the annual report is delivered to the Department of State for filing. (3) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Department of State between January 1 and May 1 of each subsequent calendar year. (4) If an annual report does not contain the information required in subsection (1), the Department of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (1) and delivered to the Department of State within 30 days after the effective date of the notice, it is timely delivered. (5) If a filed annual report contains the address of a designated office, name of a registered agent, or registered office address which differs from the information shown in the records of the Department of State immediately before the filing, the differing information in the annual report is considered a statement of change under s. 620.1115. History. — s. 17, ch. 2005-267. 620.1301 Becoming limited partner. A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger involving the limited partnership under this act as provided in the plan of conversion or merger; or (3) With the consent of all the partners. History. — s. 17, ch. 2005-267. 620.1302 No right or power as limited partner to bind limited partnership; certain approval rights. (1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (2) The limited partners have only those approval rights as are described in s. 620.1406. History. — s. 17, ch. 2005-267. 620.1303 No liability as limited partner for limited partnership obligations. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. History. — s. 17, ch. 2005-267. 620.1304 Right of limited partner and former limited partner to information. (1) Upon 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office. The limited partner need not have any particular purpose for seeking the information. (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (a) The limited partner seeks the information for a purpose reasonably related to the limited partner’s interest as a limited partner. (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information. (c) The information sought is directly connected to the limited partner’s purpose. (3) Within 10 days after receiving a demand pursuant to subsection (2), the limited partnership in a record shall inform the limited partner that made the demand: (a) What information the limited partnership will provide in response to the demand. (b) When and where the limited partnership will provide the information. (c) If the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining. (4) Subject to subsection (6), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office if: (a) The information pertains to the period during which the person was a limited partner. (b) The person seeks the information in good faith. (c) The person meets the requirements of subsection (2). (5) The limited partnership shall respond to a demand made pursuant to subsection (4) in the same manner as provided in subsection (3). (6) If a limited partner dies, s. 620.1704 applies. (7) Subject to s. 620.1110(2)(d), the limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (8) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (9) Whenever this act or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner’s decision that the limited partnership knows. (10) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (7) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (11) The rights stated in this section do not extend to a person as transferee but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. History. — s. 17, ch. 2005-267. 620.1305 Limited duties of limited partners. (1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. To the extent a limited partner is vested with or delegated management powers or duties under the partnership agreement, the only fiduciary duties that such limited partner has to the limited partnership and the other partners with respect to the exercise of such powers or duties are those duties described in s. 620.1408, subject to the same standards and limitations that would apply to a general partner under that section with respect to the exercise of such powers or duties. (2) A limited partner shall discharge the duties to the limited partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (3) A limited partner does not violate a duty or obligation under this act or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest. History. — s. 17, ch. 2005-267. 620.1306 Person erroneously believing self to be limited partner. (1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing; or (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Department of State for filing a statement of withdrawal under this section. (2) A person that makes an investment described in subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Department of State files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (3) If a person makes a diligent effort in good faith to comply with paragraph (1)(a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Department of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (1)(b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. History. — s. 17, ch. 2005-267. 620.1401 Becoming general partner. A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner; (3) As the result of a conversion or merger involving the limited partnership under this act as provided for in the plan of conversion or merger; or (4) With the consent of all the partners. History. — s. 17, ch. 2005-267. 620.1402 General partner agent of limited partnership. (1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under s. 620.1103(4) that the general partner lacked authority. (2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was approved by the other partners as provided in s. 620.1406. History. — s. 17, ch. 2005-267. 620.1403 Limited partnership liable for general partner’s actionable conduct. (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (2) If, in the course of the limited partnership’s activities or while acting