35-12-602. Amendments to certificate. (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 shall set forth:
     (a) the name of the limited partnership;
     (b) the date of filing of the certificate; and
     (c) the amendments to the certificate.
     (2) An amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed within 30 days after the happening of any of the following events:
     (a) a change in the amount or character of the contribution of any partner or in any partner's obligation to make a contribution;
     (b) the admission of a new partner;
     (c) the withdrawal of a partner; or
     (d) the continuation of the business under 35-12-1201(3) after an event of withdrawal of a general partner.
     (3) A certificate of limited partnership must be amended promptly by any general partner upon becoming aware that any statement therein was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, but amendments to show changes of addresses of limited partners need be filed only once every 12 months.
     (4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
     (5) No person is liable 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) of this section if the amendment is filed within the 30-day period specified in subsection (2).

     History: En. Sec. 12, Ch. 522, L. 1981.