179.82(4)(b)
(b) A domestic corporation, nonstock corporation, limited partnership, limited liability partnership that has in effect a statement of qualification under
s. 178.0901, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.
179.82(5)
(5) A statement that the department is appointed the agent of the foreign limited partnership for service of process under
s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.
179.82(6)
(6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not required, of the principal office of the foreign limited partnership.
179.82(7)
(7) The name and business address of each general partner.
179.82(8)
(8) The address of the office at which the foreign limited partnership keeps a list of the names and addresses of the limited partners and their capital contributions, and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
179.83
179.83
Issuance of registration. 179.83(1)
(1) If the department finds that an application for registration conforms to law and all requisite fees have been paid, the department shall:
179.83(1)(a)
(a) Endorse on the application the word “Filed", and the month, day and year of the filing thereof.
179.83(1)(b)
(b) File a duplicate original of the application.
179.83(1)(c)
(c) Issue a certificate of registration to transact business in this state.
179.83(2)
(2) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.
179.83 History
History: 1983 a. 173;
1995 a. 27.
179.84
179.84
Name. A foreign limited partnership may register with the department under any name that includes the words “limited partnership" or the abbreviation “L.P." or “LP", if the name could be registered by a domestic limited partnership.
179.85
179.85
Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the department, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.
179.85 History
History: 1983 a. 173;
1995 a. 27.
179.86
179.86
Cancellation of registration. 179.86(1)
(1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
179.86(2)
(2) A cancellation does not terminate the authority of the department to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.
179.86(3)
(3) Upon application by a district attorney or the attorney general, a court shall cancel the registration of a foreign limited partnership if the foreign limited partnership has violated
s. 940.302 (2) or
948.051 (2).
179.87
179.87
Transaction of business without registration. 179.87(1)(1) A foreign limited partnership transacting business in this state may not initiate any action, suit or proceeding in any court of this state unless it is registered in this state.
179.87(2)
(2) The failure of a foreign limited partnership to register or maintain registration in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending or bringing counterclaims or cross claims in any action, suit or proceeding in any court of this state.
179.87(3)
(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
179.87(4)
(4) A foreign limited partnership, by transacting business in this state without registration, appoints the department as its agent for service of process under
s. 179.88 with respect to claims arising out of the transaction of business in this state.
179.87 History
History: 1983 a. 173;
1995 a. 27.
179.88
179.88
Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with the fee established under
s. 182.01 (4) (c). The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization or its principal office, as appearing on the records of the department from information supplied under
s. 179.82 (6). The time within which the foreign limited partnership may answer or move to dismiss under
s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.
179.89
179.89
Action by attorney general. The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subchapter.
179.89 History
History: 1983 a. 173.
DERIVATIVE ACTIONS
179.91
179.91
Right to bring derivative action. Subject to
s. 179.92, a limited partner may bring an action on behalf of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
179.91 History
History: 1983 a. 173,
538.
179.92
179.92
Proper plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and must satisfy any of the following conditions:
179.92(1)
(1) Have been a partner at the time of the transaction which is the subject of the complaint.
179.92(2)
(2) Derive his or her status as a partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
179.92 History
History: 1983 a. 173;
1989 a. 232.
179.93
179.93
Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
179.93 History
History: 1983 a. 173.
179.94
179.94
Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct the plaintiff to remit to the limited partnership the remainder of the proceeds.
179.94 History
History: 1983 a. 173.
