29-309

29-309. Amendment to certificate;
restatement

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

1. The name of the limited partnership.

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

3. The amendment to the certificate of limited partnership.

B. Within thirty days after the happening of either of the following events, an
amendment to a certificate of limited partnership reflecting the occurrence of the event
or events shall be filed:

1. The admission of a new general partner.

2. The withdrawal of a general partner.

C. 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.

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

E. No person has any liability because an amendment to a certificate of limited
partnership has not been filed to reflect the occurrence of any event referred to in
subsection B if the amendment is filed within the thirty day period specified in
subsection B.

F. The provisions of a limited partnership's certificate which are then in effect
and operative may be integrated into a single instrument, and at the same time its
certificate may also be further amended by the execution and filing of a restated
certificate of limited partnership. An amendment effected in connection with the
restatement and integration of the certificate of limited partnership is subject to any
other provision of this article, not inconsistent with this subsection, which would apply
if a certificate of amendment were filed to effect such amendments. A restated
certificate of limited partnership shall be specifically designated in its heading and
shall state, either in the heading or in an introductory paragraph, the limited
partnership's present name, and, if it has been changed, all of its former names and the
date of the filing of its original certificate of limited partnership.

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

H. An amendment to a certificate of limited partnership may be combined with any
filing required or permitted under chapter 5 of this title for limited liability
partnerships if the combined filing indicates in its heading or introductory paragraph
that it contains both an amendment to a certificate of limited partnership and a filing
under chapter 5 of this title.