(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.

Terms Used In Florida Statutes 620.1803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
(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.
  Previous section
Next section  
 Part I Contents