(1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner:
(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership.
(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of limited partnership.
(c) An amendment designating as general partner a person admitted under s. 620.1801(1)(c) following the dissociation of a limited partnership’s last general partner must be signed by that person.
(d) An amendment required by s. 620.1803(3) following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.
(e) Any other amendment must be signed by:
1. At least one general partner listed in the certificate of limited partnership.
2. Each other person designated in the amendment as a new general partner.
3. Each person that the amendment indicates has dissociated as a general partner, unless:
a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
b. The person has previously delivered to the Department of State for filing a statement of dissociation.
(f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate of limited partnership effects a change described under any other paragraph of this subsection, the certificate of limited partnership must also be signed in a manner that satisfies that paragraph.
(g) A certificate of dissolution, a statement of termination, and a certificate of revocation of dissolution must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 620.1803(3) or (4) to wind up the dissolved limited partnership’s activities.
(h) A certificate of conversion must be signed as provided in s. 620.2104(1).
(i) A certificate of merger must be signed as provided in s. 620.2108(1).
(j) Any other record delivered on behalf of a limited partnership to the Department of State for filing must be signed by at least one general partner listed in the certificate of limited partnership.
(k) A statement by a person pursuant to s. 620.1605(2) stating that the person has dissociated as a general partner must be signed by that person.
(l) A statement of withdrawal by a person pursuant to s. 620.1306 must be signed by that person.
(m) A record delivered on behalf of a foreign limited partnership to the Department of State for filing must be signed by at least one general partner of the foreign limited partnership.
(n) Any other record delivered on behalf of any person to the Department of State for filing must be signed by that person.
(2) Any person may sign by an attorney in fact any record to be filed pursuant to this act.
History.—s. 17, ch. 2005-267; s. 73, ch. 2006-1.
Structure Florida Statutes
Title XXXVI - Business Organizations
Chapter 620 - Partnership Laws
Part I - Florida Revised Uniform Limited Partnership Act of 2005 (Ss. 620.1101-620.2205)
620.1103 - Knowledge and notice.
620.1104 - Nature, purpose, and duration of entity.
620.1107 - Supplemental principles of law; rate of interest.
620.1109 - Department of State; fees.
620.1110 - Effect of partnership agreement; nonwaivable provisions.
620.1111 - Required information.
620.1112 - Business transactions of partner with partnership.
620.1114 - Designated office, registered office, and registered agent.
620.1115 - Change of registered agent or registered office.
620.1116 - Resignation of registered agent.
620.1117 - Service of process.
620.1118 - Consent and proxies of partners.
620.1201 - Formation of limited partnership; certificate of limited partnership.
620.1202 - Amendment or restatement of certificate.
620.1203 - Certificate of dissolution; statement of termination.
620.1204 - Signing of records.
620.1205 - Signing and filing pursuant to judicial order.
620.1207 - Correcting filed record.
620.1208 - Liability for false information in filed record.
620.1209 - Certificate of status.
620.1210 - Annual report for Department of State.
620.1301 - Becoming limited partner.
620.1303 - No liability as limited partner for limited partnership obligations.
620.1304 - Right of limited partner and former limited partner to information.
620.1305 - Limited duties of limited partners.
620.1306 - Person erroneously believing self to be limited partner.
620.1401 - Becoming general partner.
620.1402 - General partner agent of limited partnership.
620.1403 - Limited partnership liable for general partner’s actionable conduct.
620.1404 - General partner’s liability.
620.1405 - Actions by and against partnership and partners.
620.1406 - Management rights of general partner; approval rights of other partners.
620.1407 - Right of general partner and former general partner to information.
620.1408 - General standards of conduct for general partner.
620.1501 - Form of contribution.
620.1502 - Liability for contribution.
620.1503 - Sharing of profits, losses, and distributions.
620.1504 - Interim distributions.
620.1505 - No distribution on account of dissociation.
620.1506 - Distribution in kind.
620.1507 - Right to distribution.
620.1508 - Limitations on distribution.
620.1509 - Liability for improper distributions.
620.1601 - Dissociation as limited partner.
620.1602 - Effect of dissociation as limited partner.
620.1603 - Dissociation as general partner.
620.1604 - Person’s power to dissociate as general partner; wrongful dissociation.
620.1605 - Effect of dissociation as general partner.
620.1607 - Liability to other persons of person dissociated as general partner.
620.1701 - Partner’s transferable interest; certificates.
620.1702 - Transfer of partner’s transferable interest.
620.1703 - Rights of creditor of partner or transferee.
620.1704 - Power of estate of deceased partner.
620.1801 - Nonjudicial dissolution.
620.1802 - Judicial dissolution.
620.1806 - Known claims against dissolved limited partnership.
620.1807 - Unknown claims against dissolved limited partnership.
620.1809 - Administrative dissolution.
620.1810 - Reinstatement following administrative dissolution.
620.1811 - Appeal from denial of reinstatement.
620.1812 - Revocation of dissolution.
620.1813 - Disposition of assets; when contributions required.
620.1901 - Governing law regarding foreign limited partnerships.
620.1902 - Application for certificate of authority.
620.1903 - Activities not constituting transacting business.
620.1904 - Filing of certificate of authority.
620.1905 - Noncomplying name of foreign limited partnership.
620.1906 - Revocation of certificate of authority.
620.1907 - Cancellation of certificate of authority; effect of failure to have certificate.
620.1908 - Action by Attorney General.
620.1909 - Reinstatement following administrative revocation.
620.1910 - Amending certificate of authority.
620.2001 - Direct action by partner.
620.2005 - Proceeds and expenses.
620.2103 - Action on plan of conversion by converting limited partnership.
620.2104 - Filings required for conversion; effective date.
620.2105 - Effect of conversion.
620.2107 - Action on plan of merger by constituent limited partnership.
620.2108 - Filings required for merger; effective date.
620.2111 - Liability of general partner after conversion or merger.
620.2113 - Appraisal rights; definitions.
620.2114 - Right of limited partners to appraisal.
620.2115 - Assertion of rights by nominees and beneficial owners.
620.2116 - Notice of appraisal rights.
620.2117 - Notice of intent to demand payment.
620.2118 - Appraisal notice and form.
620.2119 - Perfection of rights; right to withdraw.
620.2120 - Limited partner’s acceptance of limited partnership’s offer.
620.2121 - Procedure if limited partner is dissatisfied with offer.
620.2123 - Court costs and counsel fees.
620.2124 - Limitation on limited partnership payment.
620.2125 - Application of other laws to provisions governing conversions and mergers.
620.2201 - Uniformity of application and construction.
620.2202 - Severability clause.
620.2203 - Relation to Electronic Signatures in Global and National Commerce Act.