South Carolina Code 33-42-220. Amendment to certificate
(1) the name of the limited partnership;
Terms Used In South Carolina Code 33-42-220
- 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 § 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State in connection with the formation of a limited partnership under any applicable statute of this State prior to the effective date of this chapter, and any such certificate as amended, or restated. See South Carolina Code 33-42-20
- Contract: A legal written agreement that becomes binding when signed.
- Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in § 33-42-620. See South Carolina Code 33-42-20
- 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 South Carolina Code 33-42-20
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See South Carolina Code 33-42-20
- Partner: means a limited or general partner. See South Carolina Code 33-42-20
- 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, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation. See South Carolina Code 33-42-20
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See South Carolina Code 33-42-20
(2) the date of filing the certificate; and
(3) the amendment to the certificate.
(b) 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; or
(3) the continuation of the business under § 33-42-1410 after an event of withdrawal of a general partner.
(c) 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.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) 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 (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b).
(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(g)(1) Each limited partnership formed before June 27, 1984, shall file no later than January 1, 1988, a certificate of amendment pursuant to this chapter causing such limited partnership to comply with the requirements of § 33-42-30 respecting the name of the limited partnership, § 33-42-50(1) respecting the office of the limited partnership at which certain records are to be kept, and § 33-42-50(2) respecting the agent for service of process on the limited partnership. However, a limited partnership formed before June 27, 1984, is required to file the certificate of amendment only to the extent it does not fully comply with §§ 33-42-30 and 33-42-50 on or before January 1, 1988. The certificate of amendment is considered effective under this chapter upon its execution by a general partner of the limited partnership and its filing in the office of the Secretary of State.
(2) The failure of any limited partnership formed before June 27, 1984, to comply with subsection (g)(1) shall result on January 1, 1988, in, but only to, the extent of the failure:
(i) the designation of the principal place of business of the limited partnership as specified in the limited partnership’s certificate of limited partnership on that date as the office of partnership at which certain records are to be kept for purposes of § 33-42-50(1);
(ii) the designation of the Secretary of State as the agent for service of process on such limited partnership for purposes of § 33-42-50(2); and
(iii) the limited partnership being prohibited from filing any other certificate of amendment unless it satisfies the requirements of subsection (g)(1).
(3) The failure of any limited partnership formed before June 27, 1984, to file the certificate of amendment required by subsection (g)(1) does not:
(i) impair the validity of any contract or act of the limited partnership;
(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court in this State; or
(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment.