Florida Statutes
Fla. Stat. § 620.1404 (2025)
General partner’s liability.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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620.1404 General partner’s liability.—
(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under s. 620.1406.
Notes of Decisions
Cited in 3
cases (1 in the last 5 years), 2008–2022 · leading case: Picard v. Avellino (In re Bernard L. Madoff Inv. Sec. LLC), 557 B.R. 89 (Bankr. S.D.N.Y. 2016).
Picard v. Avellino (In re Bernard L. Madoff Inv. Sec. LLC), 557 B.R. 89 (Bankr. S.D.N.Y. 2016). “Fla. Stat. § 620.1404 (1) (2016). 36 The Defendants’ motion does not mention Count Thirteen, except in the introduction, (Defendants Memo at 2), and they did not make any specific arguments supporting the dismissal of Count Thirteen.”
LeBlanc v. Unifund CCR Partners, G.P., 552 F. Supp. 2d 1327 (M.D. Fla. 2008). “In response, Plaintiff cites to Florida Statutes § 620.1404 and argues that Florida law imputes liability to general partners for acts taken by the partnership.”
Irving H. Picard, Tr. for the Liquidation of B v. Ken-Wen Fam. Ltd. P'ship (Bankr. S.D.N.Y. 2022). “2016) (citing Fla. Stat. § 620.1404 (1) (2016). According to Florida’s limited partnership law, “[a] person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before…”
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