(1) After a plan of conversion is approved:

(a) A converting limited partnership shall deliver to the Department of State for filing a certificate of conversion, signed by each general partner listed in the certificate of limited partnership, and must include:

1. A statement that the limited partnership has been converted into another organization.

2. The name and form of the organization and the jurisdiction of its governing law.

3. The date the conversion is effective under the governing law of the converted organization.

4. A statement that the conversion was approved as required by this act.

5. A statement that the conversion was approved as required by the governing law of the converted organization.

6. If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2105(3).

(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the Department of State for filing:

1. A certificate of limited partnership containing the information required by s. 620.1201, signed by each general partner as required by s. 620.1204(1)(a).

2. A certificate of conversion, signed by each general partner listed in the certificate of limited partnership submitted in accordance with subparagraph 1. and by the converting organization as required by applicable law, which certificate of conversion must include:

a. A statement that the limited partnership was converted from another organization.

b. The name and form of the converting organization and the jurisdiction of its governing law.

c. A statement that the conversion was approved as required by this act.

d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.

(c) A converting limited partnership is not required to file a certificate of conversion pursuant to paragraph (a) if the converting limited partnership files articles of conversion or a certificate of conversion that substantially complies with the requirements of this section pursuant to s. 605.1045, s. 607.1105, or s. 620.8914(1)(b) and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of s. 620.2105(4).

(2) A conversion becomes effective:

(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.

(b) If the converted organization is not a limited partnership, as provided by the governing law of the converted organization.

History.—s. 17, ch. 2005-267; s. 9, ch. 2008-187; ss. 14, 15, ch. 2013-180; s. 280, ch. 2019-90.