[§425D-202] Amendment to certificate. (a) A certificate of limited partnership is amended by delivering a certificate of amendment thereto to the office of the director for filing. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The date of filing the certificate; and
(3) The amendment to the certificate.
(b) Within thirty 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 delivered to the director for filing:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) The continuation of the business under section 425D-801 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 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) of this section, if the amendment is filed within the thirty-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. The restated certificate shall set forth all of the operative provisions of the certificate as theretofore amended. [L 1989, c 288, pt of §1]