[§425E-202]  Amendment or
restatement of certificate.  (a)  In order to amend its
certificate of limited partnership, a limited partnership shall deliver to the
director for filing an amendment or, pursuant to article 11, articles of merger
stating:



(1)  The name of the limited partnership;



(2)  The date of filing of its initial certificate;
and



(3)  The changes the amendment makes to the
certificate as most recently amended or restated.



(b)  A limited partnership shall within thirty
days deliver to the director for filing an amendment to a certificate of
limited partnership to reflect:



(1)  The admission of a new general partner;



(2)  The dissociation of a person as a general
partner; or



(3)  The appointment of a person to wind up the
limited partnership's activities under section 425E-803(c) or (d).



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



(1)  Cause the certificate to be amended; or



(2)  If appropriate, deliver to the director for
filing a statement of change pursuant to section 425E-115 or a certificate of
correction pursuant to section 425E-207.



(d)  A certificate of limited partnership may
be amended at any time for any other proper purpose as determined by the
limited partnership.



(e)  A restated certificate of limited
partnership may be delivered to the director for filing in the same manner as
an amended certificate.



(f)  Subject to section 425E-206(c), an
amendment or restated certificate shall be effective when filed with the
director. [L 2003, c 210, pt of §1]