2003 Minnesota Statutes

     322A.12 Amendment to certificate. 

    (a) 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: 

    (1) the name of the limited partnership; and 

    (2) the amendment to the certificate. 

    (b) 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 
 shall be filed: 

    (1) the admission of a new general partner; 

    (2) the withdrawal of a general partner; or 

    (3) the continuation of the business under section 322A.63 
 after an event of withdrawal of a general partner. 

    (c) 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 have changed, 
 making the certificate inaccurate in any respect, shall promptly 
 amend the certificate. 

    (d) A certificate of limited partnership may be amended at 
 any time for any other proper purpose the general partners 
 determine. 

    (e) 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 (b) if the 
 amendment is filed within the 30-day period specified in 
 subsection (b). 

    (f) A restated certificate of limited partnership may be 
 executed and filed in the same manner as a certificate of 
 amendment. 

    HIST: 1980 c 582 art 5 s 9; 1986 c 430 s 5; 1988 c 682 s 37