Fla. Stat. 620.1102
Definitions


(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:An order for relief under Title 11 U.S.C. or a comparable order under a successor statute of general application; orA comparable order under federal, state, or foreign law governing insolvency.

(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:With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under s. 620.1114.With respect to a foreign limited partnership, its principal office.

(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:With respect to a limited partnership, a person that:
Becomes a general partner under s. 620.1401; or
Was a general partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).
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.

(a)

With respect to a limited partnership, a person that:Becomes a general partner under s. 620.1401; orWas a general partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).
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:With respect to a limited partnership, a person that:
Becomes a limited partner under s. 620.1301; or
Was a limited partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).
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.

(a)

With respect to a limited partnership, a person that:Becomes a limited partner under s. 620.1301; orWas a limited partner in a limited partnership when the limited partnership became subject to this act under s. 620.2204(1) or (2).
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:Execute or adopt a tangible symbol with the present intent to authenticate a record; orAttach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(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.

Source: Section 620.1102 — Definitions, https://www.­flsenate.­gov/Laws/Statutes/2024/0620.­1102 (accessed Aug. 7, 2025).

620.1101
Popular name
620.1102
Definitions
620.1103
Knowledge and notice
620.1104
Nature, purpose, and duration of entity
620.1105
Powers
620.1106
Governing law
620.1107
Supplemental principles of law
620.1108
Name
620.1109
Department of State
620.1110
Effect of partnership agreement
620.1111
Required information
620.1112
Business transactions of partner with partnership
620.1113
Dual capacity
620.1114
Designated office, registered office, and registered agent
620.1115
Change of registered agent or registered office
620.1116
Resignation of registered agent
620.1117
Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership
620.1118
Consent and proxies of partners
620.1201
Formation of limited partnership
620.1202
Amendment or restatement of certificate
620.1203
Certificate of dissolution
620.1204
Signing of records
620.1205
Signing and filing pursuant to judicial order
620.1206
Delivery to and filing of records by Department of State
620.1207
Correcting filed record
620.1208
Liability for false information in filed record
620.1209
Certificate of status
620.1210
Annual report for Department of State
620.1301
Becoming limited partner
620.1302
No right or power as limited partner to bind limited partnership
620.1303
No liability as limited partner for limited partnership obligations
620.1304
Right of limited partner and former limited partner to information
620.1305
Limited duties of limited partners
620.1306
Person erroneously believing self to be limited partner
620.1401
Becoming general partner
620.1402
General partner agent of limited partnership
620.1403
Limited partnership liable for general partner’s actionable conduct
620.1404
General partner’s liability
620.1405
Actions by and against partnership and partners
620.1406
Management rights of general partner
620.1407
Right of general partner and former general partner to information
620.1408
General standards of conduct for general partner
620.1501
Form of contribution
620.1502
Liability for contribution
620.1503
Sharing of profits, losses, and distributions
620.1504
Interim distributions
620.1505
No distribution on account of dissociation
620.1506
Distribution in kind
620.1507
Right to distribution
620.1508
Limitations on distribution
620.1509
Liability for improper distributions
620.1601
Dissociation as limited partner
620.1602
Effect of dissociation as limited partner
620.1603
Dissociation as general partner
620.1604
Person’s power to dissociate as general partner
620.1605
Effect of dissociation as general partner
620.1606
Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
620.1607
Liability to other persons of person dissociated as general partner
620.1701
Partner’s transferable interest
620.1702
Transfer of partner’s transferable interest
620.1703
Rights of creditor of partner or transferee
620.1704
Power of estate of deceased partner
620.1801
Nonjudicial dissolution
620.1802
Judicial dissolution
620.1803
Winding up
620.1804
Power of general partner and person dissociated as general partner to bind partnership after dissolution
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
620.1806
Known claims against dissolved limited partnership
620.1807
Unknown claims against dissolved limited partnership
620.1808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred
620.1809
Administrative dissolution
620.1810
Reinstatement following administrative dissolution
620.1811
Appeal from denial of reinstatement
620.1812
Revocation of dissolution
620.1813
Disposition of assets
620.1901
Governing law regarding foreign limited partnerships
620.1902
Application for certificate of authority
620.1903
Activities not constituting transacting business
620.1904
Filing of certificate of authority
620.1905
Noncomplying name of foreign limited partnership
620.1906
Revocation of certificate of authority
620.1907
Cancellation of certificate of authority
620.1908
Action by Attorney General
620.1909
Reinstatement following administrative revocation
620.1910
Amending certificate of authority
620.2001
Direct action by partner
620.2002
Derivative action
620.2003
Proper plaintiff
620.2004
Pleading
620.2005
Proceeds and expenses
620.2101
Definitions
620.2102
Conversion
620.2103
Action on plan of conversion by converting limited partnership
620.2104
Filings required for conversion
620.2105
Effect of conversion
620.2106
Merger
620.2107
Action on plan of merger by constituent limited partnership
620.2108
Filings required for merger
620.2109
Effect of merger
620.2110
Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
620.2111
Liability of general partner after conversion or merger
620.2112
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
620.2113
Appraisal rights
620.2114
Right of limited partners to appraisal
620.2115
Assertion of rights by nominees and beneficial owners
620.2116
Notice of appraisal rights
620.2117
Notice of intent to demand payment
620.2118
Appraisal notice and form
620.2119
Perfection of rights
620.2120
Limited partner’s acceptance of limited partnership’s offer
620.2121
Procedure if limited partner is dissatisfied with offer
620.2122
Court action
620.2123
Court costs and counsel fees
620.2124
Limitation on limited partnership payment
620.2125
Application of other laws to provisions governing conversions and mergers
620.2201
Uniformity of application and construction
620.2202
Severability clause
620.2203
Relation to Electronic Signatures in Global and National Commerce Act
620.2204
Application to existing relationships
620.2205
Savings clause
620.11085
Reserved name

Current through Fall 2025

§ 620.1102. Definitions's source at flsenate​.gov