Florida Statute 620.8801 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 620
PARTNERSHIP LAWS

View Entire Chapter

620.8801 Events causing dissolution and winding up of partnership business.—A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under s. 620.8601(2)-(10), of such partner’s express will to withdraw as a partner, or withdraw on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking:

(a) Within 90 days after a partner’s dissociation by death or otherwise under s. 620.8601(6)-(10) or wrongful dissociation under s. 620.8602(2), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to s. 620.8602(2)(b)1. constitutes the expression of that partner’s will to wind up the partnership business;

(b) The express will of all of the partners to wind up the partnership’s business; or

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) An event which makes it unlawful for all or substantially all of the business of the partnership to be continued, provided, a cure of the illegality, within 90 days after notice to the partnership of the event, is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated;

(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner; or

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

History.—s. 13, ch. 95-242; s. 15, ch. 99-285.

F.S. 620.8801 on Google Scholar

F.S. 620.8801 on CourtListener

Amendments to 620.8801

Annotations, Discussions, Cases:

Cases Citing Statute 620.8801

Total Results: 5 | Sort by: Relevance | Newest First

Copy

Acoustic Innovations, Inc. v. Schafer, 976 So. 2d 1139 (Fla. 4th DCA 2008).

Cited 27 times | Published | Florida 4th District Court of Appeal | 2008 WL 441631

...ond amended complaint asserting the following causes of action: Count I: Involuntary Dissolution and Liquidation of Acoustic pursuant to § 607.1430, et. seq., Florida Statutes. Count II: Equitable Accounting and Dissolution of Acoustic, pursuant to § 620.8801, et....

Copy

Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003).

Cited 24 times | Published | Supreme Court of Florida | 28 Fla. L. Weekly Supp. 321, 19 I.E.R. Cas. (BNA) 1505, 2003 Fla. LEXIS 521, 2003 WL 1883697

...ontract which he had with the original employer. Id. at 559. This reasoning is consistent with the law of partnerships that recognizes that the withdrawal of a partner dissolves the partnership as a matter of law and a new partnership is formed. See § 620.8801(1), Fla....

...[4] This provision, part of the "Revised Partnership Act of 1995," replaced former section 620.70, Florida Statutes (1997), effective January 1, 1998. Section 620.70 provided that dissolution is caused by a partner "ceasing to be associated in the carrying on ... of the business." Unlike section 620.8801, section 620.70 did not distinguish, for purposes of determining when a dissolution has occurred, between partnerships at will and partnerships for a definite term or particular purpose....

Copy

Larmoyeux v. Montgomery, 963 So. 2d 813 (Fla. 4th DCA 2007).

Cited 6 times | Published | Florida 4th District Court of Appeal | 2007 WL 2189079

...Under RUPA, the term "`[d]issolution' is retained but with a different meaning." Id. Disassociation of a partner no longer necessarily causes a dissolution and end of the partnership as an ongoing business or professional entity. See §§ 620.8601, 620.8801, Fla. Stat. (2001). Instead, the partnership continues and only "dissolves" in certain circumstances. See § 620.8801, Fla....

Copy

Fernandez v. Basil Yates, M.D., P.A., 145 So. 3d 141 (Fla. 3d DCA 2014).

Cited 2 times | Published | Florida 3rd District Court of Appeal | 2014 WL 2756526, 2014 Fla. App. LEXIS 9225

...reality the intolerable) state of the parties’ relationship: The crux of the issue is that the parties are entrenched with a 50-50 split to a point that they there have been no meetings to discuss the business partnership for more than four years. Section 620.8801(5)(b) authorizes the Court to dissolve a partnership if “An- *145 other partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such...

...partnership. Therefore the Court dissolves the PIH partnership agreement. On this record, we find no error in the trial court’s decision to dissolve PIH. The Yates/Travis group sufficiently alleged and established entitlement to such relief under section 620.8801 of the Florida Statutes....

...urpose of the partnership is likely to be unreasonably frustrated; (b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with such partner[.] § 620.8801, Fla....

Copy

horizon/cms Healthcare v. S. Oaks, 732 So. 2d 1156 (Fla. 5th DCA 1999).

Published | Florida 5th District Court of Appeal | 1999 WL 218410

...The liability is in addition to any other obligation of the partner to the partnership or to the other partners."). However, RUPA does not contain a similar provision for dissolution; RUPA does not refer to the dissolutions as rightful or wrongful. Section 620.8801, "Events causing dissolution and winding up of partnership business," outlines the events causing dissolution without any provision for liability for damages. Under subsection 620.8801(5), the statute recognizes judicial dissolution: A partnership is dissolved, and its business must be wound up, only upon the *1160 occurrence of any of the following events: * * * (5) On application by a partner, a judicial determin...

...There no longer appears to be "wrongful" dissolutioneither dissolution is provided for by contract or statute or the dissolution was improper and the dissolution order should be reversed. [8] In the instant case, because the dissolution either came within the terms of the partnership agreements or paragraph 620.8801(5)(c) (judicial dissolution where it is not reasonably practicable to carry on the partnership business), Southern Oaks' claim for lost future profits is without merit....

This Florida statute resource is curated by Graham W. Syfert, Esq., a Jacksonville, Florida personal injury and workers' compensation attorney. For legal consultation, call 904-383-7448.