Fla. Stat. 620.8601
Events causing partner’s dissociation


(1)

The partnership having notice of the partner’s express will to immediately withdraw as a partner or withdraw on a later date specified by the partner;

(2)

An event agreed to in the partnership agreement causing the partner’s dissociation;

(3)

The partner’s expulsion pursuant to the partnership agreement;

(4)

The partner’s expulsion by a unanimous vote of the other partners if:It is unlawful to carry on the partnership business with such partner;There has been a transfer of all or substantially all of such partner’s transferable interest in the partnership other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed;Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of the corporate partner’s charter or the corporate partner’s right to conduct business; orA partnership that is a partner has been dissolved and its business is being wound up;

(a)

It is unlawful to carry on the partnership business with such partner;

(b)

There has been a transfer of all or substantially all of such partner’s transferable interest in the partnership other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed;

(c)

Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of the corporate partner’s charter or the corporate partner’s right to conduct business; or

(d)

A partnership that is a partner has been dissolved and its business is being wound up;

(5)

On application by the partnership or another partner, the partner’s expulsion by judicial determination because:The partner engaged in wrongful conduct that adversely and materially affected the partnership business;The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; orThe partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(a)

The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b)

The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; or

(c)

The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6)

The partner’s:Becoming a debtor in bankruptcy;Executing an assignment for the benefit of creditors;Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of such partner or of all or substantially all of such partner’s property; orFailing, within 90 days after appointment, to have vacated or have stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(a)

Becoming a debtor in bankruptcy;

(b)

Executing an assignment for the benefit of creditors;

(c)

Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of such partner or of all or substantially all of such partner’s property; or

(d)

Failing, within 90 days after appointment, to have vacated or have stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7)

In the case of a partner who is an individual:The partner’s death;The appointment of a guardian or general conservator for the partner; orA judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

(a)

The partner’s death;

(b)

The appointment of a guardian or general conservator for the partner; or

(c)

A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

(8)

In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9)

In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10)

Termination of a partner who is not an individual, partnership, corporation, trust, or estate.

Source: Section 620.8601 — Events causing partner’s dissociation, https://www.­flsenate.­gov/Laws/Statutes/2024/0620.­8601 (accessed Aug. 7, 2025).

620.8101
Definitions
620.8102
Knowledge and notice
620.8103
Effect of partnership agreement
620.8104
Supplemental principles of law
620.8105
Execution, filing, and recording of partnership registration and other statements
620.8106
Governing law
620.8107
Partnership subject to amendment or repeal of act
620.8201
Partnership as entity
620.8202
Formation of partnership
620.8203
Partnership property
620.8204
When property is partnership property
620.8301
Partner agent of partnership
620.8302
Transfer of partnership property
620.8303
Statement of partnership authority
620.8304
Statement of denial
620.8305
Partnership liable for partner’s actionable conduct
620.8306
Partner’s liability
620.8307
Actions by and against partnership and partners
620.8308
Liability of purported partner
620.8401
Partner’s rights and duties
620.8402
Distributions in kind
620.8403
Partner’s rights and duties with respect to information
620.8404
General standards of partner’s conduct
620.8405
Actions by partnership and partners
620.8406
Continuation of partnership beyond definite term or particular undertaking
620.8501
Partner not co-owner of partnership property
620.8502
Partner’s transferable interest in partnership
620.8503
Transfer of partner’s transferable interest
620.8504
Partner’s transferable interest subject to charging order
620.8601
Events causing partner’s dissociation
620.8602
Partner’s power to dissociate
620.8603
Effect of partner’s dissociation
620.8701
Purchase of dissociated partner’s interest
620.8702
Dissociated partner’s power to bind and liability to partnership
620.8703
Dissociated partner’s liability to other persons
620.8704
Statement of dissociation
620.8705
Continued use of partnership name
620.8801
Events causing dissolution and winding up of partnership business
620.8802
Partnership continues after dissolution
620.8803
Right to wind up partnership business
620.8804
Partner’s power to bind partnership after dissolution
620.8805
Statement of dissolution
620.8806
Partner’s liability to other partners after dissolution
620.8807
Settlement of accounts and contributions among partners
620.8911
Definitions
620.8912
Conversion
620.8913
Action on plan of conversion by converting partnership
620.8914
Filings required for conversion
620.8915
Effect of conversion
620.8916
Merger
620.8917
Action on plan of merger by constituent partnership
620.8918
Filings required for merger
620.8919
Effect of merger
620.8920
Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status
620.8921
Liability of a partner after conversion or merger
620.8922
Power of partners and persons dissociated as partners to bind organization after conversion or merger
620.8923
Application of other laws to provisions governing conversions and mergers
620.9001
Statement of qualification
620.9002
Name
620.9003
Annual report
620.9101
Law governing foreign limited liability partnership
620.9102
Statement of foreign qualification
620.9103
Effect of failure to qualify
620.9104
Activities not constituting transacting business
620.9105
Action by Attorney General
620.9901
Applicability
620.9902
Saving clause
620.81001
Uniformity of application and construction
620.81002
Short title
620.81054
Correcting a filed record
620.81055
Fees for filing documents and issuing certificates

Current through Fall 2025

§ 620.8601. Events causing partner’s dissociation's source at flsenate​.gov