§ 620.1803, Fla. Stat. · Part I. FLORIDA REVISED UNIFORMLIMITED PARTNERSHIP ACT OF 2005
Winding up.
Text — 2026 Florida Statutes
(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 partnership’s property, settle disputes by mediation or arbitration, and perform other necessary acts.
(b) Shall discharge, make provision for, or otherwise address the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) May file a statement of termination as provided in s. 620.1203.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under s. 620.1804.
(b) Shall promptly amend the certificate of limited partnership to state:
1. That the limited partnership does not have a general partner.
2. The name of the person that has been appointed to wind up the limited partnership.
3. The street and mailing address of the person.
(4) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or
(b) The applicant establishes other good cause.
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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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 6 provisions
Provisions in this library whose text cites § 620.1803, Fla. Stat.. Each shows the citation as that text prints it.
The Florida Statutes
- § 620.1110, Fla. Stat.Effect of partnership agreement; nonwaivable provisions.Printed as s. 620.1803
- § 620.1202, Fla. Stat.Amendment or restatement of certificate.Printed as s. 620.1803(3)
- § 620.1203, Fla. Stat.Certificate of dissolution; statement of termination.Printed as s. 620.1803(3)
- § 620.1204, Fla. Stat.Signing of records.Printed as s. 620.1803(3)
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.