620.1907 Cancellation of certificate of authority; effect of failure to have certificate. - Florida Statutes

620.1907 Cancellation of certificate of authority; effect of failure to have certificate.

   (1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under s. 620.1206. The notice of cancellation shall be signed by at least one general partner and set forth the following:

   (a) The name of the foreign limited partnership as it appears on the records of the Department of State.

   (b) The jurisdiction of its formation.

   (c) The date the foreign limited partnership was authorized to transact business in this state.

   (d) A statement that the foreign limited partnership is canceling its certificate of authority in this state.

   (2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state until the foreign limited partnership has a certificate of authority to transact business in this state.

   (3) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.

   (4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.

   (5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, the foreign limited partnership shall appoint the Department of State as its agent for service of process for rights of action arising out of the transaction of business in this state.

History. s. 17, ch. 2005-267.