620.1607
Liability to other persons of person dissociated as general partner.
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620.1607 Liability to other persons of person dissociated as general partner.—
(1) 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 dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership’s obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under s. 620.1404 on an obligation incurred by the limited partnership under s. 620.1804.
(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(a) A general partner would be liable on the transaction.
(b) 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.
(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.
History.—s. 17, ch. 2005-267.
Notes of Decisions
Cited in 2
cases (2 in the last 5 years), 2022–2023 · leading case: In Re: Bernard L. Madoff Investment Securities LLC
In Re: Bernard L. Madoff Investment Securities LLC (2023)
“17 Fla. Stat. § 620.1607 (3) (2006). As relevant, the statute provides: (1) 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 dissociation.”
Irving H. Picard, Trustee for the Liquidation of B v. Ken-Wen Family Limited Partnership (2022)
“” Fla. Stat. § 620.1607 . In his responsive papers, Brown argues that he was not a general partner of Ken-Wen, despite being listed as one in the partnership agreement, because he never made his required initial capital contribution.”
— 620.1607(3) — 1 case
In Re: Bernard L. Madoff Investment Securities LLC (2023)
“17 Fla. Stat. § 620.1607 (3) (2006). As relevant, the statute provides: (1) 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 dissociation.”
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