1. 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 article 11, articles of merger stating all of the following:

 a. The name of the limited partnership.
 b. The date of filing of its initial certificate.
 c. The changes the amendment makes to the certificate as most recently amended or restated.

Terms Used In Iowa Code 488.202

  • 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.
  • Certificate of limited partnership: means the certificate required by section 488. See Iowa Code 488.102
  • delivered: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. See Iowa Code 488.102
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • General partner: means :
     a. See Iowa Code 488.102
  • Partner: means a limited partner or general partner. See Iowa Code 488.102
  • 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 an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Iowa Code 488.102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
 2. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect any of the following:

 a. The admission of a new general partner.
 b. The dissociation of a person as a general partner.
 c. The appointment of a person to wind up the limited partnership’s activities under section 488.803, subsection 3 or 4.
 3. 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 do at least one of the following:

 a. Cause the certificate to be amended.
 b. If appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 488.115 or a statement of correction pursuant to section 488.207.
 4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
 5. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
 6. Subject to section 488.206, subsection 3, an amendment or restated certificate is effective when filed by the secretary of state.
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