2014 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
Section 8512 - Amendment of certificate

§ 8512. Amendment of certificate.

(a) General rule.--A certificate of limited partnership is amended by filing a certificate of amendment thereto and, if required by section 8519 (relating to filing of certificate of summary of record by limited partnerships formed prior to 1976), a certificate of summary of record in the Department of State. The certificate of amendment shall set forth:

(1) The name of the limited partnership.

(2) The date of filing of the original certificate.

(3) The amendment to the certificate.

(4) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date.

(b) Events requiring amendment.--An amendment to a certificate of limited partnership shall be filed upon the occurrence of any of the following events:

(1) A change in the name of the limited partnership.

(2) The admission of a new general partner.

(3) The withdrawal of a general partner.

(c) Duty of a general partner.--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) Other changes.--A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine, including a restatement of the certificate in its entirety, omitting any matter that is obsolete or no longer required.

(e) Effectiveness of certificate of amendment.--Upon the filing of the certificate of amendment in the department or upon the effective date specified in the certificate of amendment, whichever is later, the certificate of amendment shall become effective and the certificate of limited partnership shall be deemed to be amended accordingly.

(f) Amendment of voting provisions.--Except as otherwise provided in the certificate of limited partnership, whenever the certificate requires for the taking of any action by the partners or a class of partners a specific number or percentage of votes or consents, the provision of the certificate setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the partners or of the class of partners.

(g) Cross references.--See sections 134 (relating to docketing statement), 8514 (relating to execution of certificates) and 8516 (relating to liability for false statement in certificate).

(Dec. 19, 1990, P.L.834, No.198, eff. imd.)

1990 Amendment. Act 198 amended subsec. (b), relettered subsec. (f) to subsec. (g) and added a new subsec. (f).

Cross References. Section 8512 is referred to in sections 8506, 8531, 8552, 8571 of this title.