79-14-202 - Amendment to certificate.
§ 79-14-202. Amendment to certificate.
(a) A certificate of limited partnership is amended by delivery of a certificate of amendment thereto to the office of the Secretary of State for filing. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The future effective date of the amendment, which must be a date certain, unless it is effective upon the filing of the certificate of amendment; and
(3) The amendment to the certificate.
(b) 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.
(c) Notwithstanding the requirements of subsection (b) of this section, within thirty (30) 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 delivered to the office of the Secretary of State for filing:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner;
(3) The continuation of the business under Section 79-14-801 after an event of withdrawal of a general partner;
(4) A change in the name of the limited partnership;
(5) A change in the street or mailing address of the office of the limited partnership; or
(6) A change in the name or the street or mailing address of the registered agent of the limited partnership.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
(e) Except as provided in Section 79-14-402(b), if an amendment to a certificate of limited partnership is delivered to the office of the Secretary of State in compliance with subsection (c) of this section, no person is subject to liability because the amendment was not filed earlier.
Sources: Laws, 1987, ch. 488, § 202; Laws, 1997, ch. 418, § 14, eff from and after July 1, 1997.