(1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an amendment or restatement or, pursuant to s. 620.2108, certificate of merger stating:

(a) The name of the limited partnership.

(b) The date of filing of its initial certificate.

(c) The changes the amendment or restatement makes to the certificate as most recently amended or restated.

(2) A limited partnership shall promptly deliver to the Department of State for filing an amendment to or restatement of a certificate of limited partnership to reflect:

(a) The admission of a new general partner;

(b) The dissociation of a person as a general partner; or

(c) The appointment of a person to wind up the limited partnership’s activities under s. 620.1803(3) or (4).

(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(a) Cause the certificate to be amended or restated; or

(b) If appropriate, deliver to the Department of State for filing a statement of change pursuant to s. 620.1115 or a statement of correction pursuant to s. 620.1207.

(4) A certificate of limited partnership may be amended or restated at any time for any other proper purpose as determined by the limited partnership.

(5) Subject to s. 620.1206(4), an amendment or restated certificate is effective when filed by the Department of State.

(6) 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 of State one or more certificates or other instruments pursuant to any provision of this section, and the limited partnership may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership in accordance with subsections (7)-(10).

(7) 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 restated by any instrument that was executed and filed pursuant to any of the subsections in this section, the restated certificate shall be specifically designated in its heading as a “Restated Certificate of Limited Partnership,” together with such other words as the limited partnership may deem appropriate, and shall be executed by at least one general partner and filed as provided by this act with the Department of State. If the restated certificate restates and integrates and also further amends in any respect the initial certificate of limited partnership, as theretofore amended or restated, the restated certificate shall be specifically designated in its heading as an “Amended and Restated Certificate of Limited Partnership,” together with such other words as the limited 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 of State.

(8) 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 of State; and, subject to s. 620.1206(4), the delayed 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.

(9) Upon the filing of the restated certificate of limited partnership with the Department of State, or upon the delayed 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. Thereafter, 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.

(10) Any amendment or change effected in accordance with subsections (7)-(9) and this subsection 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. 17, ch. 2005-267; s. 12, ch. 2018-58.