Connecticut § 34-32 - Amendment of certificate.

§ 34-32. Amendment of certificate.

Sec. 34-32. Amendment of certificate. (a) A certificate of limited partnership shall be amended by filing a certificate of amendment thereto in the office of the Secretary of the State. The certificate shall set forth:

(1) The name of the limited partnership;

(2) The date of filing the original certificate of limited partnership; 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 filed:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) The continuation of the business under section 34-28a 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 any 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 the certificate of amendment.

(1961, P.A. 79, S. 24; 1963, P.A. 642, S. 37; P.A. 79-440, S. 8; P.A. 86-379, S. 22; P.A. 89-116, S. 5.)

History: 1963 act corrected faulty section reference in Subdiv. (e); P.A. 79-440 essentially replaced previous provisions which had required amendment of certificate when change in partnership name or amount or character of partner's contribution, limited partner is substituted or added, a partner dies, retires, etc. and business is continued, character of business changes, certificate contains erroneous statement or a time for dissolution is changed or fixed, etc; P.A. 86-379 deleted requirement that amendment be filed if amount, character or obligation of partner's contribution is changed, added “general” before “partner”, deleted language in Subsec. (c) re filing of amendment to show change of address and added Subsec. (f) re filing of restated certificate of limited partnership; P.A. 89-116 amended Subsec. (a)(2) by specifying date of filing of original certificate of limited partnership.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 196 C. 270.