§ 48-2e-202. Amendment of restatement of certificate of limited partnership.

(1) A certificate of limited partnership may be amended or restated at any time.

(2) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating:

(a) the name of the limited partnership;

(b) the date of filing of its initial certificate of limited partnership; and

(c) the changes the amendment makes to the certificate of limited partnership as most recently amended or restated.

(3) To restate its certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in its heading.

(4) A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect:

(a) the admission of a new general partner;

(b) the dissociation of a person as a general partner; or

(c) the appointment of a person to wind up the limited partnership's activities and affairs under Subsection 48-2e-802(3) or (4).

(5) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

(a) cause the certificate of limited partnership to be amended; or

(b) if appropriate, deliver to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-2e-208.

Enacted by Chapter 412, 2013 General Session