87A.240  Amendment or restatement of certificate.

1.  In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or articles of merger stating:

(a) The name of the limited partnership; and

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

2.  A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

(a) The admission of a new general partner;

(b) The withdrawal of a person as a general partner; or

(c) The appointment of a person to wind up the limited partnership’s activities under subsection 3 or 4 of NRS 87A.500.

3.  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:

(a) Cause the certificate to be amended; or

(b) If appropriate, deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275.

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

5.  A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.

6.  An amendment or restated certificate is effective when filed by the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

(Added to NRS by 2007, 447)