The Florida Senate

620.109  Amendment to, or restated, certificate of limited partnership.--

(1)  A certificate of limited partnership is amended by filing a certificate of amendment thereto with the Department of State. The certificate of amendment must set forth:

(a)  The name of the limited partnership;

(b)  The date of filing the certificate of limited partnership; and

(c)  The amendment to the certificate of limited partnership.

(2)(a)  Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership, indicating the occurrence of the event or events, must be filed:

1.  The admission of a new general partner. Each general partner that is a legal or commercial entity and not an individual must be organized or otherwise registered with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.

2.  The withdrawal of a general partner.

3.  The continuation of the business under s. 620.157 after an event of withdrawal of a general partner.

4.  A change in name of the limited partnership.

(b)  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described in the certificate have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(c)  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(3)  If an amendment to a certificate of limited partnership is filed in compliance with subsection (2), no person is subject to liability because the amendment was not filed earlier.

(4)  Unless otherwise provided in this act or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the department.

(5)  A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the department one or more certificates or other instruments pursuant to any of the subsections referred to in this section, and it may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(6)  If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the subsections in this section, it shall be specifically designated in its heading as a "Restated Certificate of Limited Partnership," together with such other words as the partnership may deem appropriate, and shall be executed by a general partner and filed as provided by this act with the department. If the restated certificate restates and integrates and also further amends in any respect this certificate of limited partnership, as theretofore amended or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership," together with such other words as the partnership may deem appropriate, and shall be executed by at least one general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner and filed as provided by this act with the department.

(7)  A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original certificate of limited partnership with the department and the future effective date or time, which shall be a date or time certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(8)  Upon the filing of the restated certificate of limited partnership with the department, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(9)  Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provisions of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

History.--s. 9, ch. 86-263; s. 14, ch. 90-162; s. 81, ch. 93-281; s. 17, ch. 95-242.