620.1803 – Winding up.
620.1803 Winding up.— (1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its activities, the limited partnership: (a) May preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited […]
620.1804 – Power of general partner and person dissociated as general partner to bind partnership after dissolution.
620.1804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.— (1) A limited partnership is bound by a general partner’s act after dissolution which: (a) Is appropriate for winding up the limited partnership’s activities; or (b) Would have bound the limited partnership under s. 620.1402 before dissolution, if, at the time the other […]
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.
620.1805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.— (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 620.1804(1) by an act that is not appropriate for winding up the […]
620.1806 – Known claims against dissolved limited partnership.
620.1806 Known claims against dissolved limited partnership.— (1) A dissolved limited partnership or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedure described in subsections (2), (3), and (4). (2) A dissolved limited partnership or successor entity shall deliver to each of its known claimants written notice of […]
620.1602 – Effect of dissociation as limited partner.
620.1602 Effect of dissociation as limited partner.— (1) Upon a person’s dissociation as a limited partner: (a) Subject to s. 620.1704, the person does not have further rights as a limited partner. (b) The person’s obligation of good faith and fair dealing as a limited partner under s. 620.1305(2) continues only as to matters arising and events occurring before […]
620.1404 – General partner’s liability.
620.1404 General partner’s liability.— (1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner of an existing limited partnership is not personally liable for an […]
620.1603 – Dissociation as general partner.
620.1603 Dissociation as general partner.—A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person; (2) An event agreed to in the […]
620.1405 – Actions by and against partnership and partners.
620.1405 Actions by and against partnership and partners.— (1) To the extent not inconsistent with s. 620.1404, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited […]
620.1604 – Person’s power to dissociate as general partner; wrongful dissociation.
620.1604 Person’s power to dissociate as general partner; wrongful dissociation.— (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to s. 620.1603(1). (2) A person’s dissociation as a general partner is wrongful only if: (a) It is in breach of an express provision of the partnership […]
620.1406 – Management rights of general partner; approval rights of other partners.
620.1406 Management rights of general partner; approval rights of other partners.— (1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a […]