(1) Upon a person‘s dissociation as a general partner:

(a) The person’s right to participate as a general partner in the management and conduct of the partnership‘s activities terminates.

Terms Used In Florida Statutes 620.1605

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
(b) The person’s duty of loyalty as a general partner under s. 620.1408(2)(c) terminates.
(c) The person’s duty of loyalty as a general partner under s. 620.1408(2)(a) and (b) and duty of care under s. 620.1408(3) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner.
(2) The person may sign and deliver to the Department of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.
(3) Subject to s. 620.1704 and ss. 620.2101620.2125, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.
(4) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.