1. (1) A certificate of limited partnership may be amended or restated at any time.

2. (2) To amend a limited partnership's certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating:

   1. (a) the name of the limited partnership;
   2. (b) the date of filing of the limited partnership's initial certificate of limited partnership; and
   3. (c) the changes the amendment makes to the certificate of limited partnership as most recently amended or restated.
3. (3) To restate a limited partnership's certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in the restatement's heading.

4. (4) A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect:

   1. (a) the admission of a new general partner;
   2. (b) the dissociation of a person as a general partner; or
   3. (c) the appointment of a person to wind up the limited partnership's activities and affairs under Subsection 16-19-802(3) or (4).

5. (5) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

   1. (a) cause the certificate of limited partnership to be amended; or
   2. (b) if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206.

Renumbered and Amended by Chapter 93, 2026 General Session