179.0202(2) (2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:

179.0202(2)(a) (a) The name of the partnership.

179.0202(2)(b) (b) The text of the amendment.

179.0202(3) (3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.

179.0202(4) (4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:

179.0202(4)(a) (a) The admission of a new general partner.

179.0202(4)(b) (b) The dissociation of a person as a general partner.

179.0202(4)(c) (c) The appointment of a person to wind up the limited partnership’s activities and affairs under s. 179.0802 (3) or (4).

179.0202(5) (5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:

179.0202(5)(a) (a) Cause the certificate to be amended.

179.0202(5)(b) (b) If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.

179.0202 History History: 2021 a. 258.

179.0203 179.0203 Signing of records to be delivered for filing to the department.

179.0203(1) (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

179.0203(1)(a) (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

179.0203(1)(b) (b) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

179.0203(1)(c) (c) An amendment to the certificate of limited partnership designating as general partner a person admitted under s. 179.0801 (1) (c) 2. following the dissociation of a limited partnership’s last general partner must be signed by that person.

179.0203(1)(d) (d) An amendment to the certificate of limited partnership required by s. 179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.

179.0203(1)(e) (e) Any other amendment to the certificate of limited partnership must be signed by all of the following:

179.0203(1)(e)1. 1. At least one general partner listed in the certificate.

179.0203(1)(e)2. 2. Each other person designated in the amendment as a new general partner.

179.0203(1)(e)3. 3. Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies:

179.0203(1)(e)3.a. a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states.

179.0203(1)(e)3.b. b. The person has previously delivered to the department for filing a statement of dissociation.

179.0203(1)(f) (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 effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.

179.0203(1)(g) (g) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 179.0802 (3) or (4) to wind up the dissolved limited partnership’s activities and affairs.

179.0203(1)(h) (h) Any other record delivered by a limited partnership to the department for filing must be signed by at least one general partner listed in the certificate of limited partnership.

179.0203(1)(i) (i) A statement by a person pursuant to s. 179.0605 (1) (c) stating that the person has dissociated as a general partner must be signed by that person.

179.0203(1)(j) (j) A statement of negation by a person pursuant to s. 179.0306, or a statement of denial by a person pursuant to s. 179.04025, must be signed by that person.