§1322. Amendment or restatement of certificate
1.
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;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
B.
The date of filing of its initial certificate; and
[PL 2005, c. 543, Pt. C, §2 (NEW).]
C.
The changes the amendment makes to the certificate as most recently amended or restated.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 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;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
B.
The dissociation of a person as a general partner;
[PL 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;
[PL 2007, c. 323, Pt. F, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
D.
The change in name or street address of one or more of its general partners; or
[PL 2007, c. 323, Pt. F, §10 (AMD); PL 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.
[PL 2007, c. 323, Pt. F, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. F, §§9-11 (AMD); PL 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
[PL 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.
[PL 2007, c. 323, Pt. F, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. F, §12 (AMD); PL 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.
[PL 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.
[PL 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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §§9-12 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).