1. 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:
- (1) The name of the limited partnership;
- (2) The date of filing the certificate;
- (3) The amendment to the certificate; and
- (4) The effective date, if any, as provided in subsection 2 of section 359.141.
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 or events shall be filed:
- (1) The admission of a new general partner;
- (2) The withdrawal of a general partner;
- (3) The continuation of the business under section 359.451 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. Except as otherwise provided in the partnership agreement, a certificate of limited partnership may be amended at any time for any other proper purpose the partners determine.
- 5. 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 2 of this section if the amendment is filed within the thirty-day period specified in subsection 2 of this section.
- 6. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)