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

(1)

If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:The partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.The partner has consented to the provision of the partnership agreement.

(a)

The partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.

(b)

The partner has consented to the provision of the partnership agreement.

(2)

An amendment to a statement of qualification of a limited liability partnership which revokes its status as such is ineffective without the consent of each general partner unless:The limited liability partnership’s partnership agreement provides for the amendment with the consent of less than all its partners.Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(a)

The limited liability partnership’s partnership agreement provides for the amendment with the consent of less than all its partners.

(b)

Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(3)

A partner does not give the consent required by subsection (1) or subsection (2) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Source: Section 620.8920 — Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status, https://www.­flsenate.­gov/Laws/Statutes/2024/0620.­8920 (accessed Aug. 7, 2025).

620.8101
Definitions 620.8102
Knowledge and notice 620.8103
Effect of partnership agreement 620.8104
Supplemental principles of law 620.8105
Execution, filing, and recording of partnership registration and other statements 620.8106
Governing law 620.8107
Partnership subject to amendment or repeal of act 620.8201
Partnership as entity 620.8202
Formation of partnership 620.8203
Partnership property 620.8204
When property is partnership property 620.8301
Partner agent of partnership 620.8302
Transfer of partnership property 620.8303
Statement of partnership authority 620.8304
Statement of denial 620.8305
Partnership liable for partner’s actionable conduct 620.8306
Partner’s liability 620.8307
Actions by and against partnership and partners 620.8308
Liability of purported partner 620.8401
Partner’s rights and duties 620.8402
Distributions in kind 620.8403
Partner’s rights and duties with respect to information 620.8404
General standards of partner’s conduct 620.8405
Actions by partnership and partners 620.8406
Continuation of partnership beyond definite term or particular undertaking 620.8501
Partner not co-owner of partnership property 620.8502
Partner’s transferable interest in partnership 620.8503
Transfer of partner’s transferable interest 620.8504
Partner’s transferable interest subject to charging order 620.8601
Events causing partner’s dissociation 620.8602
Partner’s power to dissociate 620.8603
Effect of partner’s dissociation 620.8701
Purchase of dissociated partner’s interest 620.8702
Dissociated partner’s power to bind and liability to partnership 620.8703
Dissociated partner’s liability to other persons 620.8704
Statement of dissociation 620.8705
Continued use of partnership name 620.8801
Events causing dissolution and winding up of partnership business 620.8802
Partnership continues after dissolution 620.8803
Right to wind up partnership business 620.8804
Partner’s power to bind partnership after dissolution 620.8805
Statement of dissolution 620.8806
Partner’s liability to other partners after dissolution 620.8807
Settlement of accounts and contributions among partners 620.8911
Definitions 620.8912
Conversion 620.8913
Action on plan of conversion by converting partnership 620.8914
Filings required for conversion 620.8915
Effect of conversion 620.8916
Merger 620.8917
Action on plan of merger by constituent partnership 620.8918
Filings required for merger 620.8919
Effect of merger 620.8920
Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status 620.8921
Liability of a partner after conversion or merger 620.8922
Power of partners and persons dissociated as partners to bind organization after conversion or merger 620.8923
Application of other laws to provisions governing conversions and mergers 620.9001
Statement of qualification 620.9002
Name 620.9003
Annual report 620.9101
Law governing foreign limited liability partnership 620.9102
Statement of foreign qualification 620.9103
Effect of failure to qualify 620.9104
Activities not constituting transacting business 620.9105
Action by Attorney General 620.9901
Applicability 620.9902
Saving clause 620.81001
Uniformity of application and construction 620.81002
Short title 620.81054
Correcting a filed record 620.81055
Fees for filing documents and issuing certificates

Current through Fall 2025

§ 620.8920. Restrictions on approval of conversions & mergers and on relinquishing limited liability partnership status's source at flsenate​.gov