Page 42 - Akerman | 2016 Guide to Doing Business in Florida

into other transactions on behalf of the partnership, or any other matter.
Except in transactions involving real property, third parties entering into
transactions with the partnership are deemed to have knowledge of the
authority granted under the Statement of Partnership Authority filed with the
Department of State. Third parties entering into transactions with the
partnership involving real property are deemed to have knowledge when the
Statement of Partnership Authority is recorded in the office for recording
transfers of such real property. Authority granted under a Statement of
Partnership Authority may be revoked upon the filing of a cancellation with the
Department of State.

Because under a limited partnership, the limited partners are not liable for the
obligations of the partnership but general partners are, third party financing is
obtained somewhat differently than under a general partnership. In
determining whether to make a loan to the partnership, third party lenders will
rely primarily on the limited partnership’s assets and operations and on the
creditworthiness of the general partners. The Partnership Agreement may also
provide for the addition of new limited partners as a means to raise additional
capital for the partnership.

c. Management. Typically, the general partner or partners manage the business
and activities of the limited partnership. General partners in a limited
partnership manage the partnership subject to those restrictions on authority
present in a general partnership. Limited partners do not have the authority to
bind the limited partnership. The Partnership Agreement should clearly
delineate the authority granted to the general partner and any limitations on
that authority. Certain management actions may be set forth in the Partnership
Agreement to require the approval of various numbers of partners. If there is
more than one general partner, the Partnership Agreement can provide for the
differentiation of authority of each of the general partners.

Unless otherwise provided in the Partnership Agreement, the general partner
has the authority to delegate his or her rights and powers to manage the
limited partnership. Subject to the Partnership Agreement, the general partner
also maintains the books and records of the limited partnership. FRULPA sets
forth the rights of the limited partners to certain information, including financial
information, regarding the limited partnership, but the general partners of the
limited partnership have the rights and powers subject to the restriction of a
partner in a general partnership.
d. Profits and Losses. Just like a general partnership, the limited partnership
may choose to allocate profits and losses according to the Partnership
Agreement, and it is advised to do so if the partners wish to avoid the default
statutory rule regarding profits and losses. If no such provision is in place in
the Partnership Agreement, profits and losses and distributions of the limited
partnership shall be allocated among the partners on the basis of the value of
the contributions made by each partner, as stated in the partner’s capital
account.

e. Liability of the Partners. In Florida, an obligation of a limited partnership,
whether arising in contract, tort, or in some other fashion, is not an obligation

40