(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.

Terms Used In Florida Statutes 620.1204

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
(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.
  Previous section
Next section  
 Part I Contents