(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

Terms Used In Florida Statutes 620.1804

  • 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) Would have bound the limited partnership under s. 620.1402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(a) 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.
(b) The act:

1. Is appropriate for winding up the limited partnership’s activities; or
2. Would have bound the limited partnership under s. 620.1402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.