§425-154 Correcting, amending and restating, amending, and restating the statement of qualification; voluntary cancellation. (a) If any statement in the statement of qualification was false when made, or any arrangement of other facts described have changed, making the statement inaccurate in any material respect, the limited liability partnership, within thirty days after it becomes aware of the inaccuracy, shall file with the director articles of correction certified and signed by a partner, correcting the statement of qualification. The articles of correction shall:
(1) Describe the document including its file date or attach a copy of the document to the articles;
(2) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(3) Correct the incorrect statement or defective execution.
Articles of correction are effective on the effective date of the document they correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. No person shall have any liability resulting from a failure to file articles of correction to a statement of qualification pursuant to this subsection.
(b) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and restated statement of qualification shall set forth:
(1) All of the operative provisions of the statement of qualification as previously amended; and
(2) A statement that the amended and restated statement of qualification supersedes the original statement of qualification and all amendments thereto.
The amended and restated statement of qualification shall be delivered to the director for filing. The director may certify the amended and restated statement of qualification as the statement of qualification currently in effect, without including the information required to be filed by paragraph (b)(2).
(c) A statement of qualification shall be amended by delivering a statement of amendment of limited liability partnership to the director for filing. The statement of amendment shall set forth:
(1) The name of the limited liability partnership;
(2) The date on which the limited liability partnership's statement of qualification was filed; and
(3) The amendment to the statement of qualification.
(d) A restated statement of qualification may be executed and filed in the same manner as a statement of amendment. The restated statement of qualification shall set forth all of the operative provisions of the statement of qualification as previously amended, together with a statement that the restated statement of qualification correctly sets forth without change the corresponding provisions of the statement of qualification as previously amended, and that the restated statement of qualification supersedes the original statement of qualification and all amendments thereto. The director may certify the restated statement of qualification currently in effect, without including the information required to be set forth in the restatement by this subsection.
(e) An amended, restated, or amended and restated statement of qualification shall be effective when filed.
(f) A limited liability partnership validly created under this chapter may voluntarily cancel its limited liability status in an amendment to a statement of qualification. [L 2000, c 218, pt of §1; am L 2001, c 241, §2]