Amendment or restatement of certificate of limited partnership

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

To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:

  1. The name of the limited partnership;
  2. The date of filing of its initial certificate; and
  3. The amendment.

To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.

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

The admission of a new general partner;

The dissociation of a person as a general partner; or

The appointment of a person to wind up the limited partnership's activities and affairs under Section 79-14-802(c) or (d).

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

Cause the certificate to be amended; or

If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.

A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.


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