Florida Statutes
Fla. Stat. § 620.8401 (2025)
Partner’s rights and duties.
✓ 2025 Florida Statutes — current through the 2025 Regular Session Cite as: Fla. Stat. § 620.8401 (2025)
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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.
Notes of Decisions
Cited in 5
cases (1 in the last 5 years), 2003–2023 · leading case: Stewart Tilghman Fox & Bianchi, P.A. v. Kane (In Re Kane)
Stewart Tilghman Fox & Bianchi, P.A. v. Kane (In Re Kane) (2012)
“Fla. Stat. § 620.8401 (1). The purpose of the partner’s capital account is to keep track of each partner’s potential distributions and amounts owing by the partner to the partnership.”
Rafael J. Roca v. Lytal & Reiter, Clark (2003)
“And, finally, the provisions of Florida's Revised Uniform Partnership Act specifically allow for a "partnership at will," i.e., one in which "the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking,"…”
Buckley Towers Condominium, Inc. v. Katzman Garfinkel Rosenbaum, LLP (2013)
“” Fla. Stat. § 620.8401 (8) (emphasis added).”
Bakst v. United States (In re Kane & Kane) (2012)
“” Fla. Stat. § 620.8401 (2) (1995). Therefore, the Kanes’ interest, by virtue of their ownership of the Debtor, in the money transferred from the Debtor to the Defendant is derivative, not direct.”
Roche Freedman LLP v. Jason Cyrulnik (2023)
“Fla. Stat. §§ 620.8401 (2), 8404(2)(a).10 10 Murphy v.”
— 620.8401(2) — 2 cases
Stewart Tilghman Fox & Bianchi, P.A. v. Kane (In Re Kane) (2012)
“Fla. Stat. § 620.8401 (1). The purpose of the partner’s capital account is to keep track of each partner’s potential distributions and amounts owing by the partner to the partnership.”
Rafael J. Roca v. Lytal & Reiter, Clark (2003)
“And, finally, the provisions of Florida's Revised Uniform Partnership Act specifically allow for a "partnership at will," i.e., one in which "the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking,"…”
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