Section 10A-9A-2.02

Amendment or restatement of certificate of formation.

Notwithstanding Division B of Article 3 of Chapter 1:

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the filing officer provided for in subsection (j) which certificate of amendment shall state:

(1) the name of the limited partnership;

(2) the date of filing of its certificate of formation, and of all prior amendments and the office or offices where filed; and

(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.

(d) Prior to a statement of dissolution being delivered to the filing officer for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the filing officer provided for in subsection (j) to reflect:

(1) the admission of a new general partner; or

(2) the dissociation of a person as a general partner.

(e) Prior to a statement of dissolution being delivered to the filing officer for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if such information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly:

(1) cause the certificate of formation to be amended; or

(2) if appropriate, deliver for filing with the filing officer provided for in subsection (j) a statement of change in accordance with Division D of Article 4 of Chapter 1 or a statement of correction in accordance with Division C of Article 5 of Chapter 1.

(f) A certificate of formation may be amended at any time pursuant to this section for any other proper purpose as determined by the limited partnership. A certificate of formation may also be amended in a statement of merger pursuant to Article 8 of Chapter 1 or Article 10 of this chapter.

(g) In order to restate its certificate of formation, a limited partnership must deliver a restated certificate of formation for filing with the filing officer provided for in subsection (j). A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the name of the limited partnership;

(3) state the date of filing of its certificate of formation, and of all prior amendments and the filing office or offices where filed; and

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any such restatement that effects an amendment shall be subject to any other provision of this chapter not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.

(h) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited partnership, but the original effective date of formation shall remain unchanged.

(i) An amended or restated certificate of formation may contain only the provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(j) If a limited partnership is not an organization described in Section 10A-1-4.02(c)(4), then that limited partnership shall deliver the certificate of amendment or restated certificate of formation for filing with the judge of probate in whose office the original certificate of formation is filed. If a limited partnership is an organization described in Section 10A-1-4.02(c)(4), then that limited partnership shall deliver the certificate of amendment or restated certificate of formation for filing with the Secretary of State.

(k) The filing of a certificate of amendment to the certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.14.

(l) The filing of a restated certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.18.

(Act 2016-379, §1.)