(A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall be on a form prescribed by the secretary of state and shall state all of the following:

Terms Used In Ohio Code 1782.09

  • 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 1782. See Ohio Code 1782.01
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in section 1782. See Ohio Code 1782.01
  • 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 Ohio Code 1782.01
  • Partner: means a limited or general partner. See Ohio Code 1782.01
  • 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 any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. See Ohio Code 1782.01
  • state: means the state of Ohio. See Ohio Code 1.59

(1) The name of the limited partnership and the file number assigned to it by the secretary of state;

(2) The date of the first filing of the certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;

(3) The amendment to the certificate of limited partnership.

(B) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed pursuant to division (A) of this section:

(1) A new general partner is admitted;

(2) A general partner withdraws;

(3) The business is continued pursuant to section 1782.44 of the Revised Code after an event of withdrawal of a general partner;

(4) The address of the principal place of business of the limited partnership changes;

(5) The name of the limited partnership changes.

(C) A general partner who becomes aware that any statement in the certificate of limited partnership was materially false when made or that any arrangements or other facts described have changed, thereby making the certificate materially inaccurate, promptly shall 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) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in division (B) of this section if the amendment is filed within the thirty-day period specified in that division.

(F) A certificate of limited partnership may be restated at any time by filing a restatement of the certificate of limited partnership with the secretary of state.

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