Section 1322 - Amendment or restatement of certificate1.Amendment of certificate. 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:A. The name of the limited partnership; [2005, c. 543, Pt. C, §2(NEW).]B. The date of filing of its initial certificate; and [2005, c. 543, Pt. C, §2(NEW).]C. The changes the amendment makes to the certificate as most recently amended or restated. [2005, c. 543, Pt. C, §2(NEW).] [2005, c. 543, Pt. C, §2(NEW).]
2.Changes requiring prompt delivery of amendment. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:A. The admission of a new general partner; [2005, c. 543, Pt. C, §2(NEW).]B. The dissociation of a person as a general partner; [2005, c. 543, Pt. C, §2(NEW).]C. The appointment of a person to wind up the limited partnership's activities under section 1393, subsection 3 or 4; [2007, c. 323, Pt. F, §9(AMD); 2007, c. 323, Pt. G, §4(AFF).]D. The change in name or street address of one or more of its general partners; or [2007, c. 323, Pt. F, §10(AMD); 2007, c. 323, Pt. G, §4(AFF).]E. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent. [2007, c. 323, Pt. F, §11(NEW); 2007, c. 323, Pt. G, §4(AFF).] [2007, c. 323, Pt. F, §§9-11(AMD); 2007, c. 323, Pt. G, §4(AFF).]
3.Responsibility of general partner. 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:A. Cause the certificate to be amended; or [2005, c. 543, Pt. C, §2(NEW).]B. If appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to section 1327. [2007, c. 323, Pt. F, §12(AMD); 2007, c. 323, Pt. G, §4(AFF).] [2007, c. 323, Pt. F, §12(AMD); 2007, c. 323, Pt. G, §4(AFF).]
4.Amendment at any time. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. [2005, c. 543, Pt. C, §2(NEW).]
5.Delivery of restated certificate. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. [2005, c. 543, Pt. C, §2(NEW).]
6.Effective when filed. Subject to section 1326, subsection 3, an amendment or restated certificate is effective when filed by the Secretary of State. [2005, c. 543, Pt. C, §2(NEW).]
2005, c. 543, §C2 (NEW) . 2007, c. 323, Pt. F, §§9-12 (AMD) . 2007, c. 323, Pt. G, §4 (AFF) .