Florida Partnership Law: Covered in chapter 620 of Florida statutes titled Partnership Laws. The popular name of this chapter and the sections contained in it is cited as the “Florida revised uniform limited partnership act of 2005.”
Under this chapter, there are general partners and limited partners. The law requires all limited partners to be registered with the Florida Department of State and follow all information contained in chapter 620.
Like all Florida statutes, the legislature attempted to cover every major issue that comes up between partnerships, but the law may not be fully comprehensive in nature.
Florida Statues, Chapter 620
Chapter 620 is broken down into several parts to make finding the correct information easier to find and follow.
Each section begins by providing definitions used throughout the sections, knowledge, and notice of each section, the nature, purpose, and duration of the partnership, and the governing laws and statutes associated with each type of partnership.
Florida Limited Partnerships
Part I of the Florida partnership laws begins with limited partnerships. The statutes begin by explaining the background of a limited partnership, how to define a limited partnership, that is it perpetual in nature, and explains some of the background laws such as the principles of law and equity.
Next, the law defines the name of the partnership and how it must be spelled out with terms such as limited partnership, L.P., or Ltd. The next section covers the filing fees and document fees the department of state imposes.
Limited partnerships must also maintain paperwork and other information in reported designated offices. Any changes to the limited partnership must be documented and change forms must be filed with the Department of State.
Finally, the Florida partnership law requires that each limited partnership file an annual report with the state listing names and addresses of each partner and other information listed at 620.1210 of Florida statutes.
Florida General Partnerships
Immediately after the section on limited partnerships, chapter 620 covers legal issues on the rights and purposes associated with general partnerships.
Immediately following general partnerships, the law covers all issues regarding the dissolution of partnerships, which partners can dissolve partnerships, and the disposition of assets after the dissolution of partnerships.
>Foreign Limited Partnerships
Beginning at 620.1902 the Florida partnership law then covers foreign limited partnerships. Florida does allow foreign limited partnerships to do business in the state, but a certificate of authority must be filed with the department of state.
The information contained in this form covers name of the partnership, the address of the office and mailing addresses of each partner, and information on the state or foreign body that the partnership is organized under.
At this point in Florida partnership law, the legislature very carefully addresses common issues that arise with foreign limited partnerships. For example, the state reserves the right to cancel a certificate of authority and at 620.1903 even defines activities not constituting transacting business in Florida.
The Revised Uniform Partnership Act
Florida Limited Liability Partnership
Part II of chapter 620 is titled the Revised Uniform Partnership Act of 1995. This section of the Florida business law covers more information on partnership as an entity and defines the formation of limited liability partnerships.
In this type of partnership, all members are effectively general partners but they are not liable for the misconduct of the other partners, only for themselves. At 620.8203, partnership property is covered and when property belongs to the partnership and when it does not.
Immediately after this section, the law covers partners conduct, issues surrounding bankruptcy, and other partner rights and duties. In addition, the law describes issues surrounding dissociation of partners, mergers with other partnerships, and the conversion of the business.
Finally, at the end of part II, the statutes are organized exactly as the information contained in part I over limited partnerships, except it covers limited liability partnerships.
Florida Partnership Law and Issues
As you can see from the above overview, the law is attempts to be comprehensive and cover all of the major issues surrounding partnership law. Most of the legal issues surrounding the various types of partnerships are not based on the proper filing of legal partnerships but about conduct and judgment instead.
Throughout chapter 620, the law addresses the legal process along with which partners have specific rights. If a partnership is facing legal battles or finds itself on at a point of contention it is best to speak with an attorney or directly consult chapter 620 to find the particular situation if it is there.
This brief overview of Florida statutes is not designed to tell you exactly what the law states, but instead it gives an overview of the law and how it is organized.
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