1. A certificate of limited partnership is amended by filing a certificate of amendment to the certificate of limited partnership in the office of the secretary of state. The certificate of amendment shall set forth both of the following:
a. The name of the limited partnership.
b. The amendment to the certificate.
2. 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. The admission of a new general partner.
b. The withdrawal of a 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 any 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.
4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
5. A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the thirty-day period 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. The restated certificate must contain the information required in section 487.201 and may set forth any other provision consistent with law.
[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]
C93, § 487.202
97 Acts, ch 171, § 2; 97 Acts, ch 188, § 20
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