17-14-302. Amendment of certificate.
(a) 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:
(i) The name of the limited partnership;
(ii) The date of filing the certificate; and
(iii) The amendment to the certificate.
(b) Within thirty (30) days after the occurrence of any of the following events and except as provided by subsection (f) of this section, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
(i) Repealed by Laws 1995, ch. 45, § 2.
(ii) The admission of a new general partner;
(iii) The withdrawal of a general partner; or
(iv) Repealed By Laws 1999, ch. 145, § 2.
(v) The election of all the partners to become a limited liability limited partnership.
(c) 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.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the periods [period] specified in subsection (b) or (f) of this section, whichever applies.
(f) An amendment to a certificate of limited partnership reflecting the occurrence of any event specified by subsection (b) of this section for a partnership comprised of ten (10) partners or less, who are natural persons, may be filed annually instead of within the thirty (30) day period prescribed by subsection (b) of this section. The amendment certificate shall reflect all events specified by subsection (b) of this section which occurred during the calendar year and shall be filed in the office of the secretary of state no later than January 31 of the year following the year for which the amendment certificate applies.
(g) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.