Oregon Statutes 70.080 – Amendment of certificate
(1) A certificate of limited partnership is amended by submitting for filing a certificate of amendment thereto to the Office of Secretary of State. The certificate shall set forth the following:
Terms Used In Oregon Statutes 70.080
- 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 ORS § 70. See Oregon Statutes 70.005
- Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in ORS § 70. See Oregon Statutes 70.005
- 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 Oregon Statutes 70.005
- Partner: means a limited or general partner. See Oregon Statutes 70.005
- 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, partnership, limited partnership (domestic or foreign), association or corporation. See Oregon Statutes 70.005
(a) The name of the limited partnership immediately prior to the filing of the certificate of amendment.
(b) The amendment to the certificate.
(2) Not later than the 30th day after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
(a) The admission of a new general partner.
(b) The withdrawal of a general partner.
(c) The continuation of the business under ORS § 70.325 (4) after an event of withdrawal of a general partner.
(d) A change in the name of the limited partnership.
(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) 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) of this section if the amendment is filed within the 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. [1985 c.677 § 10; 1987 c.543 § 9]