§ 48-7-202 — Amendment to certificate.

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth: (1) The name of the limited partnership; (2) The date of filing the certificate; (3) The amendment to the certificate; and (4) The street address, or a statement that there is no street address, of the office and the name and street address, or a statement that there is no street address, and the written consent, of the agent for service of process required to be maintained by § 48-7-104 . (b) Within thirty 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: (1) The admission of a new general partner; (2) The withdrawal of a general partner; or (3) The continuation of the business under § 48-7-801 after an event of withdrawal of a general partner. (c) 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. (d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. (e) 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 subdivision (b) if the amendment is filed within the thirty-day period specified in subdivision (b). (f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

Legislative History

SL 1986, ch 391, §§ 202(a)-202(f); SL 2006, ch 228, § 12; SL 2012, ch 222, § 20.