TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-9


§ 7-13-9 Amendment to certificate.

(a) A certificate of limited partnership is amended by filing a certificate of amendment to it in the office of the secretary of state. The certificate shall state:

(1) The name of the limited partnership;

(2) The date of filing the certificate; and

(3) The amendment to the certificate.

(b) 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 filed:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) The continuation of the business under § 7-13-44 after an event of withdrawal of a general partner.

(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 material 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) If an amendment to a certificate of limited partnership is filed in compliance with subsection (a) or (b), no person is subject to liability because the amendment was not filed earlier.

(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

(g) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective at the time of its filing with the secretary of state.

History of Section.
(P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1988, ch. 84, § 6; P.L. 1989, ch. 379, § 1.)