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487.202 Amendment to certificate.

1. A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment shall set forth all of the following:

a. The name of the limited partnership.

b. The date of filing the certificate of limited partnership.

c. The amendment to the certificate of limited partnership.

2. Except as provided in subsection 5, within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:

a. A change in the amount or character of the contribution of a partner, or in a partner's obligation to make a contribution.

b. The admission of a new general partner.

c. The continuation of the business under section 487.801 after an event of withdrawal of a general partner.

3. A general partner who becomes aware that a statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate. An amendment to show the admission of or a change of address of a limited partner shall be filed within twelve months of the admission or change of address.

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

5. An amendment is not required to reflect distributions made pursuant to rights described in section 487.201, subsection 1, paragraph "j".

6. A limited partner is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in subsection 2 if the amendment is filed within the thirty-day period specified in subsection 2.

Section History: Early form

[C24, 27, 31, 35, 39, § 9850, 9851; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, § 545.45, 545.46; 82 Acts, ch 1103, § 202]

Section History: Recent form

C93, § 487.202

Internal References

Referred to in § 487.304

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Last update: Mon Jan 27 16:05:08 CST 1997
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