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2011 Utah Code
Title 48 Partnership
Chapter 2d Utah Uniform Limited Partnership Act
Section 202 (Effective 07/01/12) Amendment or restatement of certificate.
48-2d-202 (Effective 07/01/12). Amendment or restatement of certificate.
(1) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment or, pursuant to Part 11, Merger, Conversion, and Domestication, articles of merger stating:
(a) the name of the limited partnership;
(b) the date of filing of its initial certificate; and
(c) the changes the amendment makes to the certificate as most recently amended or restated.
(2) By no later than 60 days from the day on which one of the following occurs, a limited partnership shall deliver to the division for filing an amendment to a certificate of limited partnership to reflect:
(a) the admission of a new general partner;
(b) the dissociation of a person as a general partner; or
(c) the appointment of a person to wind up the limited partnership's activities under Subsection 48-2d-803(3) or (4).
(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(a) cause the certificate to be amended; or
(b) if appropriate, deliver to the division for filing a statement of change pursuant to Section 16-17-206 or a statement of correction pursuant to Section 16-17-206 or 48-2d-207.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered to the division for filing in the same manner as an amendment.
(6) Subject to Subsection 48-2d-206(3), an amendment or restated certificate is effective when filed by the division.
(1) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment or, pursuant to Part 11, Merger, Conversion, and Domestication, articles of merger stating:
(a) the name of the limited partnership;
(b) the date of filing of its initial certificate; and
(c) the changes the amendment makes to the certificate as most recently amended or restated.
(2) By no later than 60 days from the day on which one of the following occurs, a limited partnership shall deliver to the division for filing an amendment to a certificate of limited partnership to reflect:
(a) the admission of a new general partner;
(b) the dissociation of a person as a general partner; or
(c) the appointment of a person to wind up the limited partnership's activities under Subsection 48-2d-803(3) or (4).
(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(a) cause the certificate to be amended; or
(b) if appropriate, deliver to the division for filing a statement of change pursuant to Section 16-17-206 or a statement of correction pursuant to Section 16-17-206 or 48-2d-207.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered to the division for filing in the same manner as an amendment.
(6) Subject to Subsection 48-2d-206(3), an amendment or restated certificate is effective when filed by the division.
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