(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth:
Terms Used In Tennessee Code 61-2-202
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required. See Tennessee Code 61-2-101
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) The name of the limited partnership; and(2) The amendment to the certificate.(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in a certificate of limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate.(c) Notwithstanding the requirements of subsection (b), no later than sixty (60) 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 by a general partner:
(1) The admission of a new general partner;(2) The withdrawal of a general partner; or(3) A change in the name of the limited partnership or a change in the address of the limited partnership’s principal office.(d) A change in the address of the registered office or a change in the name of the registered agent of the limited partnership can be made by filing a certificate of amendment pursuant to this section or by filing a statement of change pursuant to § 61-2-104(b) and (c). The change must be filed no later than sixty (60) days after the registered office or registered agent changes.(e) A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine.(f) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state.(g) If, after the dissolution of a limited partnership, but prior to the filing of a certificate of cancellation as provided in § 61-2-203:
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership’s affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership’s affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
