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.)