eLaws of Florida

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


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  • 1A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
    22(1) 23In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 44620.8601(2)45-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;
    66(2) 67In a partnership for a definite term or particular undertaking:
    77(a) 78Within 90 days after a partner’s dissociation by death or otherwise under s. 91620.8601(6)92-(10) or wrongful dissociation under s. 98620.8602(2), 99the 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. 126620.8602(2)(b)1127. constitutes the expression of that partner’s will to wind up the partnership business;
    141(b) 142The express will of all of the partners to wind up the partnership’s business; or
    157(c) 158The expiration of the term or the completion of the undertaking;
    169(3) 170An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
    187(4) 188An 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;
    239(5) 240On application by a partner, a judicial determination that:
    249(a) 250The economic purpose of the partnership is likely to be unreasonably frustrated;
    262(b) 263Another 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
    291(c) 292It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
    311(6) 312On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
    335(a) 336After 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
    377(b) 378At 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.