§ 4-47-202 - Amendment or restatement of certificate.
4-47-202. Amendment or restatement of certificate.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate; and
(3) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly 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 under 4-47-803(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to 4-47-207 or 4-20-108.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
(f) Subject to 4-47-206(c), an amendment or restated certificate is effective when filed by the Secretary of State.