Fla. Stat. 620.8801
Events causing dissolution and winding up of partnership business


(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: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;The express will of all of the partners to wind up the partnership’s business; orThe expiration of the term or the completion of the 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:The economic purpose of the partnership is likely to be unreasonably frustrated;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; orIt is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(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: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; orAt 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.

(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.

Source: Section 620.8801 — Events causing dissolution and winding up of partnership business, https://www.­flsenate.­gov/Laws/Statutes/2024/0620.­8801 (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

§ 620.8801. Events causing dissolution & winding up of partnership business's source at flsenate​.gov