35-12-602. Amendments to certificate -- restated certificates.
35-12-602. Amendments to certificate -- restated certificates. (1) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate must set forth:
(a) the name of the limited partnership;
(b) the date of filing of the certificate; and
(c) the amendments to the certificate.
(2) An amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed within 30 days after the happening of any of the following events:
(a) the admission of a new general partner;
(b) the withdrawal of a general partner; or
(c) the continuation of the business under 35-12-1201(3) after an event of withdrawal of a general partner.
(3) A certificate of limited partnership must be amended promptly by any general partner upon becoming aware that any statement in the certificate was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
(5) 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 (2) if the amendment is filed within the 30-day period specified in subsection (2).
(6) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
History: En. Sec. 12, Ch. 522, L. 1981; amd. Sec. 9, Ch. 268, L. 1997.