Fla. Stat. 620.1607
Liability to other persons of person dissociated as general partner

(1)

A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership’s obligation incurred after dissociation.

(2)

A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under s. 620.1404 on an obligation incurred by the limited partnership under s. 620.1804.

(3)

A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:A general partner would be liable on the transaction.At the time the other party enters into the transaction:
Less than 2 years have passed since the dissociation.
The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(a)

A general partner would be liable on the transaction.

(b)

At the time the other party enters into the transaction:Less than 2 years have passed since the dissociation.The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
1. Less than 2 years have passed since the dissociation.
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(4)

By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

(5)

A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.

Source: Section 620.1607 — Liability to other persons of person dissociated as general partner, https://www.­flsenate.­gov/Laws/Statutes/2024/0620.­1607 (accessed Aug. 7, 2025).

620.1101
Popular name 620.1102
Definitions 620.1103
Knowledge and notice 620.1104
Nature, purpose, and duration of entity 620.1105
Powers 620.1106
Governing law 620.1107
Supplemental principles of law 620.1108
Name 620.1109
Department of State 620.1110
Effect of partnership agreement 620.1111
Required information 620.1112
Business transactions of partner with partnership 620.1113
Dual capacity 620.1114
Designated office, registered office, and registered agent 620.1115
Change of registered agent or registered office 620.1116
Resignation of registered agent 620.1117
Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership 620.1118
Consent and proxies of partners 620.1201
Formation of limited partnership 620.1202
Amendment or restatement of certificate 620.1203
Certificate of dissolution 620.1204
Signing of records 620.1205
Signing and filing pursuant to judicial order 620.1206
Delivery to and filing of records by Department of State 620.1207
Correcting filed record 620.1208
Liability for false information in filed record 620.1209
Certificate of status 620.1210
Annual report for Department of State 620.1301
Becoming limited partner 620.1302
No right or power as limited partner to bind limited partnership 620.1303
No liability as limited partner for limited partnership obligations 620.1304
Right of limited partner and former limited partner to information 620.1305
Limited duties of limited partners 620.1306
Person erroneously believing self to be limited partner 620.1401
Becoming general partner 620.1402
General partner agent of limited partnership 620.1403
Limited partnership liable for general partner’s actionable conduct 620.1404
General partner’s liability 620.1405
Actions by and against partnership and partners 620.1406
Management rights of general partner 620.1407
Right of general partner and former general partner to information 620.1408
General standards of conduct for general partner 620.1501
Form of contribution 620.1502
Liability for contribution 620.1503
Sharing of profits, losses, and distributions 620.1504
Interim distributions 620.1505
No distribution on account of dissociation 620.1506
Distribution in kind 620.1507
Right to distribution 620.1508
Limitations on distribution 620.1509
Liability for improper distributions 620.1601
Dissociation as limited partner 620.1602
Effect of dissociation as limited partner 620.1603
Dissociation as general partner 620.1604
Person’s power to dissociate as general partner 620.1605
Effect of dissociation as general partner 620.1606
Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner 620.1607
Liability to other persons of person dissociated as general partner 620.1701
Partner’s transferable interest 620.1702
Transfer of partner’s transferable interest 620.1703
Rights of creditor of partner or transferee 620.1704
Power of estate of deceased partner 620.1801
Nonjudicial dissolution 620.1802
Judicial dissolution 620.1803
Winding up 620.1804
Power of general partner and person dissociated as general partner to bind partnership after dissolution 620.1805
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner 620.1806
Known claims against dissolved limited partnership 620.1807
Unknown claims against dissolved limited partnership 620.1808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred 620.1809
Administrative dissolution 620.1810
Reinstatement following administrative dissolution 620.1811
Appeal from denial of reinstatement 620.1812
Revocation of dissolution 620.1813
Disposition of assets 620.1901
Governing law regarding foreign limited partnerships 620.1902
Application for certificate of authority 620.1903
Activities not constituting transacting business 620.1904
Filing of certificate of authority 620.1905
Noncomplying name of foreign limited partnership 620.1906
Revocation of certificate of authority 620.1907
Cancellation of certificate of authority 620.1908
Action by Attorney General 620.1909
Reinstatement following administrative revocation 620.1910
Amending certificate of authority 620.2001
Direct action by partner 620.2002
Derivative action 620.2003
Proper plaintiff 620.2004
Pleading 620.2005
Proceeds and expenses 620.2101
Definitions 620.2102
Conversion 620.2103
Action on plan of conversion by converting limited partnership 620.2104
Filings required for conversion 620.2105
Effect of conversion 620.2106
Merger 620.2107
Action on plan of merger by constituent limited partnership 620.2108
Filings required for merger 620.2109
Effect of merger 620.2110
Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status 620.2111
Liability of general partner after conversion or merger 620.2112
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger 620.2113
Appraisal rights 620.2114
Right of limited partners to appraisal 620.2115
Assertion of rights by nominees and beneficial owners 620.2116
Notice of appraisal rights 620.2117
Notice of intent to demand payment 620.2118
Appraisal notice and form 620.2119
Perfection of rights 620.2120
Limited partner’s acceptance of limited partnership’s offer 620.2121
Procedure if limited partner is dissatisfied with offer 620.2122
Court action 620.2123
Court costs and counsel fees 620.2124
Limitation on limited partnership payment 620.2125
Application of other laws to provisions governing conversions and mergers 620.2201
Uniformity of application and construction 620.2202
Severability clause 620.2203
Relation to Electronic Signatures in Global and National Commerce Act 620.2204
Application to existing relationships 620.2205
Savings clause 620.11085
Reserved name

Current through Fall 2025

§ 620.1607. Liab. to other persons of person dissociated as general partner's source at flsenate​.gov