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The Florida Senate

2010 Florida Statutes

SECTION 8801
Events causing dissolution and winding up of partnership business.
F.S. 620.8801
620.8801

Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1)

In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;

(2)

In a partnership for a definite term or particular undertaking:

(a)

Within 90 days after a partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner’s will to wind up the partnership business;

(b)

The express will of all of the partners to wind up the partnership’s business; or

(c)

The expiration of the term or the completion of the undertaking;

(3)

An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4)

An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;

(5)

On application by a partner, a judicial determination that:

(a)

The economic purpose of the partnership is likely to be unreasonably frustrated;

(b)

Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or

(c)

It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6)

On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(a)

After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(b)

At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

History.

s. 13, ch. 95-242; s. 15, ch. 99-285.