§ 61-3-202 — Amendment or restatement of certificate of limited partnership

(a) A certificate of limited partnership may be amended or restated at any time. (b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: (1) The name of the partnership; and (2) The text of the amendment. (c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading. (d) A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) The admission of a new general partner; (2) The dissociation of a person as a general partner; or (3) The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d) . (e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 .

Legislative History

Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.