359.101. Amendments to certificate--contents. - Missouri Statutes

Amendments to certificate--contents.

359.101. 1. A certificate of limited partnership isamended by filing a certificate of amendment thereto in theoffice of the secretary of state. The certificate shall setforth:

(1) The name of the limited partnership;

(2) The date of filing the certificate;

(3) The amendment to the certificate; and

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

2. Within thirty days after the happening of any of thefollowing events, an amendment to a certificate of limitedpartnership reflecting the occurrence of the event or eventsshall 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 359.451after an event of withdrawal of a general partner.

3. A general partner who becomes aware that any statementin a certificate of limited partnership was false when made orthat any arrangements or other facts described have changed,making the certificate inaccurate in any respect, shall promptlyamend the certificate.

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

5. No person has any liability because an amendment to acertificate of limited partnership has not been filed to reflectthe occurrence of any event referred to in subsection 2 of thissection if the amendment is filed within the thirty-day periodspecified in subsection 2 of this section.

6. A restated certificate of limited partnership may beexecuted and filed in the same manner as a certificate ofamendment.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)