Florida Statutes Chapter 620 — PARTNERSHIP LAWS

From the Legislature's 2026 edition, which includes changes effective through January 1, 2027. Later effective dates are retained in each section's source notes.

Title XXXVI

• § 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; rate of interest.
• § 620.1108 — Name.
• § 620.11085 — Reserved name.
• § 620.1109 — Department of State; fees.
• § 620.1110 — Effect of partnership agreement; nonwaivable provisions.
• § 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; certificate of limited partnership.
• § 620.1202 — Amendment or restatement of certificate.
• § 620.1203 — Certificate of dissolution; statement of termination.
• § 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; effective time and date; notice.
• § 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; certain approval rights.
• § 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; approval rights of other partners.
• § 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; wrongful dissociation.
• § 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; certificates.
• § 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; when contributions required.
• § 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; effect of failure to have certificate.
• § 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; effective date.
• § 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; effective date.
• § 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; definitions.
• § 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; right to withdraw.
• § 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 — Saving clause.
• § 620.81001 — Uniformity of application and construction.
• § 620.81002 — Short title.
• § 620.8101 — Definitions.
• § 620.8102 — Knowledge and notice.
• § 620.8103 — Effect of partnership agreement; nonwaivable provisions.
• § 620.8104 — Supplemental principles of law.
• § 620.8105 — Execution, filing, and recording of partnership registration and other statements.
• § 620.81054 — Correcting a filed record.
• § 620.81055 — Fees for filing documents and issuing certificates; powers of the Department of State.
• § 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; wrongful dissociation.
• § 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; effective date.
• § 620.8915 — Effect of conversion.
• § 620.8916 — Merger.
• § 620.8917 — Action on plan of merger by constituent partnership.
• § 620.8918 — Filings required for merger; effective date.
• § 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.