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§1322.__Amendment or restatement of certificate |
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| | | 1.__Amendment of certificate.__In order to amend its | | certificate of limited partnership, a limited partnership must | | deliver to the Secretary of State for filing an amendment or, | | pursuant to subchapter 11, articles of merger stating: |
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| | | A.__The name of the limited partnership; |
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| | | B.__The date of filing of its initial certificate; and |
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| | | C.__The changes the amendment makes to the certificate as | | most recently amended or restated. |
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| | | 2.__Changes requiring prompt delivery of amendment.__A limited | | partnership shall promptly deliver to the Secretary of State for | | filing an amendment to a certificate of limited partnership to | | reflect: |
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| | | A.__The admission of a new general partner; |
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| | | B.__The dissociation of a person as a general partner; |
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| | | C.__The appointment of a person to wind up the limited | | partnership's activities under section 1393, subsection 3 or | | 4; or |
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| | | D.__The change in name or street address of one or more of | | its general partners. |
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| | | 3.__Responsibility of general partner.__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: |
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| | | A.__Cause the certificate to be amended; or |
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| | | B.__If appropriate, deliver to the Secretary of State for | | filing a statement of change pursuant to section 1315 or a | | statement of correction pursuant to section 1327. |
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| | | 4.__Amendment at any time.__A certificate of limited | | partnership may be amended at any time for any other proper | | purpose as determined by the limited partnership. |
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| | | 5.__Delivery of restated certificate.__A restated certificate | | of limited partnership may be delivered to the Secretary of State | | for filing in the same manner as an amendment. |
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