88.355 - Amendment and restatement of certificate of limited partnership. - Nevada Statutes

88.355  Amendment and restatement of certificate of limited partnership.

      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:

      (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 upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      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.

      (Added to NRS by 1985, 1282; A 1987, 4, 68; 1995, 2115; 2001, 1398, 3199; 2003, 3152; 2005, 2198, 2265; 2007, 2688)