§ 620.1607, Fla. Stat. · Part I. FLORIDA REVISED UNIFORMLIMITED PARTNERSHIP ACT OF 2005
Liability to other persons of person dissociated as general partner.
Text — 2026 Florida Statutes
(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) A general partner would be liable on the transaction.
(b) At the time the other party enters into the transaction:
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.
Notes and commentary — not statutory text
History
s. 17, ch. 2005-267.
Source of truth
- Edition
- 2026 Florida Statutes
- Official file
- https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0620/0620.html
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- sha256 5c4573a1e4c04e00e88f2949f6e6246f951c582cecb8f086f5bb4beb352de764
- Composed by
- compose_v2.py 2026-10-04: the Legislature's structured HTML read in document order; verify_v2.py's independent reading agrees character for character
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This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Cited by 4 provisions
Provisions in this library whose text cites § 620.1607, Fla. Stat.. Each shows the citation as that text prints it.
The Florida Statutes
- § 620.1806, Fla. Stat.Known claims against dissolved limited partnership.Printed as s. 620.1607
- § 620.1808, Fla. Stat.Liability of general partner and person dissociated as general partner when claim against limited partnership barred.Printed as s. 620.1607
- § 620.1813, Fla. Stat.Disposition of assets; when contributions required.Printed as s. 620.1607
- § 620.2111, Fla. Stat.Liability of general partner after conversion or merger.Printed as s. 620.1607
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.