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The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.

A certificate shall be amended when:

(1) there is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;

(2) a person is substituted as a limited partner;

(3) an additional limited partner is admitted;

(4) a person is admitted as a general partner;

(5) a general partner retires, dies, or is adjudicated as a person who lacks mental capacity, and the business is continued under section 322.20;

(6) there is a change in the character of the business of the partnership;

(7) there is a false or erroneous statement in the certificate;

(8) there is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of the contribution;

(9) a time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate; or

(10) the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

Official Publication of the State of Minnesota
Revisor of Statutes