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 must set forth:

Terms Used In Nevada Revised Statutes 88.355

  • 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 NRS 88. See Nevada Revised Statutes 88.315
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in NRS 88. See Nevada Revised Statutes 88.315
  • 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 Nevada Revised Statutes 88.315
  • Partner: means a limited or general partner. See Nevada Revised Statutes 88.315
  • 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, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
  • Registered agent: has the meaning ascribed to it in NRS 77. See Nevada Revised Statutes 88.315
  • State: means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Nevada Revised Statutes 88.315

(a) The name of the limited partnership; and

(b) The amendment.

2.  Within 30 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 must be filed:

(a) The admission of a new general partner;

(b) The withdrawal of a general partner; or

(c) The continuation of the business under NRS 88.550 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, except the address of its office or the name or address of its registered agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

4.  A certificate of limited partnership may be amended at any time for any other proper purpose the general 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 if the amendment is filed within the 30-day period specified in subsection 2.

6.  A certificate of amendment filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

7.  A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.

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