§ 48-2a-202. Amendment to certificate.

(1)

(a) A certificate of limited partnership is amended by filing a certificate of amendment with the division.

(b) A certificate of amendment filed under this Subsection (1) shall state:

(i) the name of the limited partnership;

(ii) the date of filing the certificate; and

(iii) the amendment to the certificate.

(2) An amendment to a certificate of limited partnership shall be filed within 60 days after the day the limited partnership continues business under Section 48-2a-801 after an event of withdrawal of a general partner.

(3) A general partner who knows or reasonably should know that any statement in a certificate of limited partnership or a certificate of amendment to a certificate of limited partnership was false at the time the certificate was executed making the certificate inaccurate in any respect, shall promptly amend the certificate.

(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(5) A person may not be held liable because an amendment to a certificate of limited partnership has not been filed under Subsection (2) if the amendment is filed within the 60 days specified in Subsection (2).

(6) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

Amended by Chapter 193, 2002 General Session