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 all of the following:

Terms Used In Arizona Laws 29-309

  • 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.
  • Certificate of limited partnership: means the certificate referred to in section 29-308, and the certificate as amended or restated. See Arizona Laws 29-301
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Arizona Laws 29-301
  • Partner: means a limited or general partner. See Arizona Laws 29-301
  • 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, partnership, domestic or foreign limited partnership, trust, estate, association, corporation or entity. See Arizona Laws 29-301
  • State: means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Arizona Laws 29-301

1. The name of the limited partnership.

2. The date of filing the certificate of limited partnership.

3. The amendment to the certificate of limited partnership.

B. Within thirty days after the happening of either of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

1. The admission of a new general partner.

2. The withdrawal of a general partner.

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. No person has any liability 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 if the amendment is filed within the thirty day period specified in subsection B.

F. The provisions of a limited partnership’s certificate which are then in effect and operative may be integrated into a single instrument, and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article, not inconsistent with this subsection, which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership’s present name, and, if it has been changed, all of its former names and the date of the filing of its original certificate of limited partnership.

G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.

  Previous section
Next section  
 Article 2 Contents