Amendments Or Restatement Of Certificate

(1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Title 35, chapter 12, part 15, articles of merger stating: (a) the name of the limited partnership; (b) the date of filing of its initial certificate; and (c) the changes the amendment makes to the certificate as most recently amended or restated. (2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (a) the admission of a new general partner; (b) the dissociation of a person as a general partner; or (c) the appointment of a person to wind up the limited partnership's activities under 35-12-1205(3) or (4). (3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (a) cause the certificate to be amended; or (b) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616. (4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. (6) Subject to 35-12-614(3), an amendment or restated certificate is effective when filed by the secretary of state.