§ 17-14-302 — Amendment of certificate

Wyoming § 17-14-302

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 14: LIMITED PARTNERSHIPS
• Art. 3: 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 shall set forth:
(i) The name of the limited partnership;
(ii) The date of filing the certificate; and
(iii) The amendment to the certificate.
(b) Within thirty (30) days after the occurrence of any of
the following events and except as provided by subsection (f) of
this section, an amendment to a certificate of limited
partnership reflecting the occurrence of the event shall be
filed:
(i) Repealed by Laws 1995, ch. 45, § 2.
(ii) The admission of a new general partner;
(iii) The withdrawal of a general partner; or
(iv) Repealed By Laws 1999, ch. 145, § 2.
(v) The election of all the partners to become a
limited liability limited partnership.
(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) A person is not liable because an amendment to a
certificate of limited partnership has not been filed to reflect
the occurrence of any event referred to in subsection (b) of
this section if the amendment is filed within the periods
[period] specified in subsection (b) or (f) of this section,
whichever applies.
(f) An amendment to a certificate of limited partnership
reflecting the occurrence of any event specified by subsection
(b) of this section for a partnership comprised of ten (10)
partners or less, who are natural persons, may be filed annually
instead of within the thirty (30) day period prescribed by
subsection (b) of this section. The amendment certificate shall
reflect all events specified by subsection (b) of this section
which occurred during the calendar year and shall be filed in
the office of the secretary of state no later than January 31 of
the year following the year for which the amendment certificate
applies.
(g) A restated certificate of limited partnership may be
executed and filed in the same manner as a certificate of
amendment.