620.2101 Definitions. - Florida Statutes

620.2101 Definitions.

As used in this section and ss. 620.2102-620.2124:

   (1) “Constituent limited partnership” means a constituent organization that is a limited partnership.

   (2) “Constituent organization” means an organization that is party to a merger.

   (3) “Converted organization” means the organization into which a converting organization converts pursuant to ss. 620.2102-620.2105.

   (4) “Converting limited partnership” means a converting organization that is a limited partnership.

   (5) “Converting organization” means an organization that converts into another organization pursuant to s. 620.2102.

   (6) “General partner” means a general partner of a limited partnership.

   (7) “Governing law” of an organization means the law that governs the organization’s internal affairs.

   (8) “Organization” means a corporation; general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; common law or business trust or association; real estate investment trust; or any other person organized under a governing statute or other applicable law, provided such term does not include an organization that is not organized for profit unless the not-for-profit organization is the converted organization or the surviving organization in a conversion or a merger governed by this act. The term includes domestic and foreign organizations.

   (9) “Organizational documents” means:

   (a) For a domestic or foreign general partnership, its partnership agreement.

   (b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement.

   (c) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing law.

   (d) For a business trust, its agreement of trust and declaration of trust.

   (e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing law, or comparable records as provided in its governing law.

   (f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own such organization, have an interest in the organization, or are members of the organization.

   (10) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that coowns, has an interest in, or is a member of the organization:

   (a) By the organization’s governing law solely by reason of the person’s coowning, having an interest in, or being a member of the organization; or

   (b) By the organization’s organizational documents under a provision of the organization’s governing law authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons’ coowning, having an interest in, or being a member of the organization.

   (11) “Surviving organization” means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.

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