§ 70.080 — Amendment of certificate

Oregon § 70.080

• Jurisdiction: Oregon
• Vol.: 2
• Title 7: Corporations and Partnerships
• Ch. 70: Limited Partnerships

Text

(1) A certificate of limited partnership is amended by submitting for filing a certificate of amendment thereto to the Office of Secretary of State. The certificate shall set forth the following:
(a) The name of the limited partnership immediately prior to the filing of the certificate of amendment.
(b) The amendment to the certificate.
(2) Not later than the 30th day after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
(a) The admission of a new general partner.
(b) The withdrawal of a general partner.
(c) The continuation of the business under ORS 70.325 (4) after an event of withdrawal of a general partner.
(d) A change in the name of the limited partnership.
(3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(5) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (2) of this section if the amendment is filed within the period specified in subsection (2) of this section.
(6) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

Legislative History

1985 c.677 §10; 1987 c.543 §9