Section 10-9B-202

Amendment to certificate.

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the judge of probate in whose office the certificate of limited partnership is filed. The certificate of amendment shall set forth:

(1) The name of the limited partnership;

(2) The date of filing the certificate of limited partnership; and

(3) The amendment to the certificate.

(b) Within 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 Section 10-9B-801 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 (other than an arrangement or fact required to be set forth in the certificate under the predecessor to Section 10-9B-201 but which is no longer required under Section 10-9B-201 of this chapter), making the certificate inaccurate in any 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 may determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed (i) to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the 30-day period specified in subsection (b), or (ii) to reflect a change in any arrangement or fact required to be set forth in the certificate under the predecessor to Section 10-9B-201 but which is no longer required under Section 10-9B-201 of this chapter.

(f) A restated certificate of limited partnership may be executed and filed as provided in Section 10-9B-209.

(Act 97-921, 1st Ex. Sess. p. 335, § 1.)