Page 43 - Akerman | 2016 Guide to Doing Business in Florida

of the limited partners. A limited partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, even if the limited partner
participates in the management of the business. The general partners,
however, jointly and severally share all liability for all obligations of the limited
partnership. As with a general partnership, a general partner who is admitted
to a partnership is not liable for the obligations incurred by the partnership
prior to the new general partner’s admission.
f. Transferability of Limited Partnership Interest. Transfers of limited partnership
interests are governed by FRULPA but are treated similarly to general
partnerships. The profits interest of the personal property is transferable, but
the transferee is not made a partner in the partnership without approval from
the current partners.

The Partnership Agreement may provide for evidence of the interest in the
limited partnership in the form of certificates, which may be assigned and
evidence the interest transferred. Partnership interests may also be the
subject of a charging order in the same fashion as the interests of general
partnerships, except that no foreclosure of the interest in a limited partnership
is available to judgment creditors.

g. Dissolution or Termination of the Limited Partnership. Dissolution occurs upon
one of the following events: (1) an event set forth in the Partnership
Agreement; (2) the consent of all general partners and all limited partners;
(3) the dissociation of a person who is a general partner; (4) 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; (5) the signing and filing of a Declaration of Dissolution by the
Department of State; or (6) a circuit court orders the LP to dissolve.

Once a limited partnership has been dissolved, it is not terminated until the
process of winding up its business is completed. The authority of the
remaining general partners in the limited partnership that has elected to
dissolve is limited to any authority necessary to complete the task of ending
the business. If there are no general partners remaining to wind up the affairs
of the limited partnership, the individual appointed to wind up the activities of
the limited partnership shall be appointed by the consent of the limited
partners owning a majority of the rights to receive distributions as limited
partners at the time the consent is effective.
In winding up the business, the assets of the limited partnership, including the
contributions of the partners, must be applied to discharge the limited
partnership’s obligations to creditors, including partners who are creditors.
Any surplus after the obligations of the limited partnership are paid shall be
distributed to the partners in accordance with their right to distributions as set
forth in the Partnership Agreement or under Florida law.
If the liabilities of the limited partnership exceed the assets of the limited
partnership, the creditors of the limited partnership may look to the general
partners to fulfill the outstanding obligations of the limited partnership. In the
event any general partner is insolvent or cannot be sued for his or her

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