50-73.12 - Amendment of certificate. - Virginia Statutes

§ 50-73.12. Amendment of certificate.

A. A certificate of limited partnership is amended by filing with theCommission a certificate of amendment setting forth:

1. The name of the limited partnership;

2. The date of filing of the initial certificate of limited partnership; and

3. The amendment to the certificate.

B. Within 30 days after the happening of any of the following events, anamendment to a certificate of limited partnership reflecting the occurrenceof the event or events shall be filed:

1. The admission of a new general partner;

2. The withdrawal of a general partner;

3. The continuation of the business under § 50-73.49 after an event ofwithdrawal of a general partner;

4. A change in the name of the limited partnership or the address of theprincipal office; or

5. One or more liquidating trustees commence the winding up of the affairs ofthe limited partnership, in which event the certificate of amendment shallinclude the name and the business, residence or mailing address of eachliquidating trustee.

C. A general partner who becomes aware that any material statement in acertificate of limited partnership was false when made or that anyarrangements or other facts described have changed, making the certificateinaccurate in any material respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for anyother proper purpose the general partners determine.

E. An amendment to a certificate of limited partnership may delete the nameof the initial registered agent or the address of the initial registeredoffice if a statement of change described in § 50-73.5 is on file with theCommission.

F. If an amendment to a certificate of limited partnership is filed incompliance with subsection B of this section, no person shall be subject toliability because the amendment was not filed earlier.

G. A restated certificate of limited partnership may be executed and filed inthe same manner as a certificate of amendment.

H. A liquidating trustee shall not be subject to liability as a generalpartner by reason of the execution and filing of a certificate of amendmentrequired by this section.

I. Upon the effective date and time of a certificate of amendment as providedby § 50-73.17, the certificate of limited partnership shall be amended as setforth therein.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631; 2008,c. 586; 2010, c. 675.)