Florida Statutes
Fla. Stat. § 620.8801 (2025)
Events causing dissolution and winding up of partnership business.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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
(c) The expiration of the term or the completion of the undertaking;
(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.
Notes of Decisions
Cited in 9
cases (2 in the last 5 years), 1999–2023 · leading case: Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003).
Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003). “" 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.”
Acoustic Innovations, Inc. v. Schafer, 976 So. 2d 1139 (Fla. 4th DCA 2008). “Count II: Equitable Accounting and Dissolution of Acoustic, pursuant to § 620.8801, et. seq., Florida Statutes. Count III: Common Law Breach of Fiduciary Duty against Jay Miller and Joanne Miller.”
Fernandez v. Basil Yates, M.D., P.A., 145 So. 3d 141 (Fla. 3d DCA 2014). “…business which makes it not reasonably practicable to carry on the business in partnership with such partner[.] § 620.8801, Fla. Stat. (2012).”
Larmoyeux v. Montgomery, 963 So. 2d 813 (Fla. 4th DCA 2007). “See § 620.8801, Fla. Stat. (2001); see also Unif.”
Rafael J. Roca v. Lytal & Reiter, Clark, 856 So. 2d 1 (Fla. 4th DCA 2003). “, and provide default provisions for dissolution and winding up, see §§ 620.8801-.8807, Fla. Stat. In sum, we find that none of the reasons cited by the trial court justified setting aside the jury's verdict, and doing so was legal error as well as a clear abuse of discretion.”
Shephard v. Ouellete, 854 So. 2d 251 (Fla. 5th DCA 2003). “§§ 620.8801-620.8807, Fla. Stat. (2001). The court also ordered a partition and sale of the partnership property pursuant to the request of Appellee and the provisions of the partition statutes, Chapter 64 of the Florida Statutes.”
horizon/cms Healthcare v. S. Oaks, 732 So. 2d 1156 (Fla. 5th DCA 1999). “Section 620.8801, "Events causing dissolution and winding up of partnership business," outlines the events causing dissolution without any provision for liability for damages.”
Roche Freedman LLP v. Jason Cyrulnik (S.D.N.Y. 2023). “108, at 7, but Cyrulnik’s request for relief on his dissolution counterclaim seeks only a judgment dissolving the Firm, directing that the Firm “wind up its activities in accordance with Florida Statutes §§ 620.”
Roche Freedman LLP v. Jason Cyrulnik (S.D.N.Y. 2023). “” Fla. Stat. § 620.8801 (1). Cyrulnik moves for summary judgment on Count 2, see ECF No.”
— 620.8801(1) — 1 case
Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003). “" 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.”
— 620.8801(5) — 1 case
horizon/cms Healthcare v. S. Oaks, 732 So. 2d 1156 (Fla. 5th DCA 1999). “Section 620.8801, "Events causing dissolution and winding up of partnership business," outlines the events causing dissolution without any provision for liability for damages.”
— 620.8801(5)(b) — 1 case
Fernandez v. Basil Yates, M.D., P.A., 145 So. 3d 141 (Fla. 3d DCA 2014). “…business which makes it not reasonably practicable to carry on the business in partnership with such partner[.] § 620.8801, Fla. Stat. (2012).”
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