(a) A certificate of limited partnership shall be amended by filing a certificate of amendment thereto in the office of the Secretary of the State. The certificate shall set forth:

Terms Used In Connecticut General Statutes 34-32

  • 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 §. See Connecticut General Statutes 34-9
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in §. See Connecticut General Statutes 34-9
  • 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 Connecticut General Statutes 34-9
  • Partner: means a limited or general partner. See Connecticut General Statutes 34-9
  • 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, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation. See Connecticut General Statutes 34-9
  • State: means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Connecticut General Statutes 34-9

(1) The name of the limited partnership;

(2) The date of filing the original certificate of limited partnership; and

(3) The amendment to the certificate.

(b) Within thirty 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:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) The continuation of the business under § 34-28a after an event of 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) of this section if the amendment is filed within the thirty-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as the certificate of amendment.

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