Florida Statute 620.8401 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 620
PARTNERSHIP LAWS

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620.8401 Partner’s rights and duties.—

(1) Each partner is deemed to have an account which is:

(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and

(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.

(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or subsection (4) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(6) Each partner has equal rights in the management and conduct of the partnership business.

(7) A partner may use or possess partnership property only on behalf of the partnership.

(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(9) A person may become a partner only with the consent of all of the partners.

(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(11) This section does not affect the obligations of a partnership to other persons under s. 620.8301.

History.—s. 13, ch. 95-242.

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Amendments to 620.8401

Annotations, Discussions, Cases:

Cases Citing Statute 620.8401

Total Results: 3 | Sort by: Relevance | Newest First

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Stewart Tilghman Fox & Bianchi, P.A. v. Kane (In Re Kane), 470 B.R. 902 (Bankr. S.D. Fla. 2012).

Cited 9 times | Published | United States Bankruptcy Court, S.D. Florida.

...with the partnership, commonly known as the partner's capital account, which is credited with the partner's contributions and share of profits and which is charged with amounts distributed to the partner and the partner's share of losses. Fla. Stat. § 620.8401(1)....

...It is only a method of maintaining an accounting record for each partner. "Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits." Fla Stat. § 620.8401(2). That a partner may be entitled to a distribution under Florida law does not mean that some portion of the partnership's property is identified for and set apart for the partner. See Fla. Stat. §§ 620.8501, 620.8401, 620.8402....

...It is of course possible for a partner to make an advance to the partnership, and a partner may designate funds otherwise distributable to the partner as such an advance. The advance has the effect of a loan to the partnership and the partner is entitled to repayment with interest. Fla. Stat. § 620.8401(5)....

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Rafael J. Roca v. Lytal & Reiter, Clark, 856 So. 2d 1 (Fla. 4th DCA 2003).

Cited 4 times | Published | Florida 4th District Court of Appeal | 2003 WL 21537070

...In contrast to Dreyfuss, here, there was evidence on the manner in which the profits would be divided. Additionally, unlike Dreyfuss, here, the one claiming the existence of the partnership, Roca, testified that he also agreed to share partnership losses and be responsible for partnership debts. See § 620.8401(2), Fla....

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Bakst v. United States (In re Kane & Kane), 475 B.R. 251 (Bankr. S.D. Fla. 2012).

Published | United States Bankruptcy Court, S.D. Florida.

...erty.” Fla. Stat. § 620.8501 (1995). Instead, “[e]ach partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.” Fla. Stat. § 620.8401 (2) (1995)....

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