(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. The certificate must state:
(a) The name of the limited partnership, which must comply with s. 620.1108.
(b) The street and mailing address of the initial designated office of the limited partnership, and the name, street address in this state, and written acceptance of the initial registered agent.
(c) The name and the business address of each general partner; each general partner that is 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with the Department of State as required by law, must maintain an active status, and must not be dissolved, revoked, or withdrawn.
(d) Whether the limited partnership is a limited liability limited partnership.
(e) Any additional information which may be required by s. 620.2104 or s. 620.2108.
(2) A certificate of limited partnership may also contain any other matters, but may not vary or otherwise affect the provisions specified in s. 620.1110(2) in a manner inconsistent with that section.
(3) If there has been substantial compliance with subsection (1), then subject to s. 620.1206(4), a limited partnership is formed when the Department of State files the certificate of limited partnership.
(4) Subject to subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, a filed certificate of conversion or merger, or a certificate of dissolution or revocation of dissolution, involving the limited partnership:
(a) The partnership agreement prevails as to partners and transferees.
(b) The filed certificate of limited partnership, statement of dissociation, termination, or change, certificate of conversion or merger, or certificate of dissolution or revocation of dissolution prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
History.—s. 17, ch. 2005-267; s. 11, ch. 2018-58.
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