(1) Except as otherwise provided in s. 620.1802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(a) The happening of an event specified in the partnership agreement;
(b) The consent of all general partners and of all limited partners;
(c) After the dissociation of a person as a general partner:
1. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership by all partners at the time the consent is to be effective; or
2. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
a. Consent to continue the activities of the limited partnership and admit at least one general partner is given by all partners at the time the consent is to be effective;
b. At least one person is admitted as a general partner in accordance with the consent;
(d) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(e) The signing and filing of a declaration of dissolution by the Department of State under s. 620.1809(3).
(2) Upon the occurrence of an event specified in paragraphs (1)(a)-(d), the limited partnership shall file a certificate of dissolution as provided in s. 620.1203.
History.—s. 17, ch. 2005-267.
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