§ 17-202 — Amendment to certificate

Delaware § 17-202

• Jurisdiction: Delaware
• Title: 6
• Ch. 17: LIMITED PARTNERSHIPS
• Subch.: Formation; Certificate of Limited Partnership

Text

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth:

(1) The name of the limited partnership; and

(2) The amendment to the certificate.

(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.

(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) A change in the name of the limited partnership, or, except as provided in § 17-104(b) and (c) of this title, a change in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State.

(f) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided in § 17-203 of this title, a person not shown on a certificate of limited partnership as a general partner is winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each liquidating trustee, provided, however, that if the limited partners are the liquidating trustees winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to state instead that the limited partners are winding up the limited partnership’s affairs, and in each case the liquidating trustees shall not be subject to liability as a general partner by reason of such amendment.

(g) If after the dissolution of a registered series but prior to the filing of a certificate of cancellation as provided in § 17-221(d)(8) of this title, a person not shown on a certificate of registered series as a general partner associated with the registered series is winding up the registered series’ affairs, the certificate of registered series shall be amended to add the name and the business, residence or mailing address of each liquidating trustee of the registered series, provided, however, that if the limited partners associated with the registered series are the liquidating trustees winding up the registered series’ affairs, the certificate of registered series shall be amended to state instead that the limited partners associated with the registered series are winding up the registered series’ affairs, and in each case the liquidating trustees shall not be subject to liability as a general partner by reason of such amendment.

Legislative History

6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1 ; 59 Del. Laws, c. 442, § 1 ; 63 Del. Laws, c. 420, § 1 ; 65 Del. Laws, c. 188, § 1 ; 66 Del. Laws, c. 316, § 7 ; 67 Del. Laws, c. 348, § 8 ; 85 Del. Laws, c. 46, § 4