1. 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:

(1) The name of the limited partnership;

Terms Used In Missouri Laws 359.101

  • 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: the certificate referred to in section 359. See Missouri Laws 359.011
  • Event of withdrawal of a general partner: an event that causes a person to cease to be a general partner as provided in section 359. See Missouri Laws 359.011
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • General partner: 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 Missouri Laws 359.011
  • Partner: a limited or general partner. See Missouri Laws 359.011
  • 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.
  • Partnership agreement: any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Missouri Laws 359.011
  • Person: a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation. See Missouri Laws 359.011
  • State: a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Missouri Laws 359.011

(2) The date of filing the certificate;

(3) The amendment to the certificate; and

(4) The effective date, if any, as provided in subsection 2 of section 359.141.

2. 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;

(3) The continuation of the business under section 359.451 after an event of withdrawal of a general partner.

3. 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.

4. Except as otherwise provided in the partnership agreement, a certificate of limited partnership may be amended at any time for any other proper purpose the partners determine.

5. 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 2 of this section if the amendment is filed within the thirty-day period specified in subsection 2 of this section.

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

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