Maine § 1322. - Amendment or restatement of certificate

§ 1322.. Amendment or restatement of certificate

1.  Amendment of certificate.  In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating:

A. The name of the limited partnership;   [PL 2005, c. 543, Pt. C, §2 (NEW).]

B. The date of filing of its initial certificate; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]

C. The changes the amendment makes to the certificate as most recently amended or restated.   [PL 2005, c. 543, Pt. C, §2 (NEW).]

2.  Changes requiring prompt delivery of amendment.  A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

A. The admission of a new general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]

B. The dissociation of a person as a general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]

C. The appointment of a person to wind up the limited partnership's activities under section 1393, subsection 3 or 4;   [PL 2007, c. 323, Pt. F, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

D. The change in name or street address of one or more of its general partners; or   [PL 2007, c. 323, Pt. F, §10 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

E. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent.   [PL 2007, c. 323, Pt. F, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]

3.  Responsibility of general partner.  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   [PL 2005, c. 543, Pt. C, §2 (NEW).]

B. If appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to section 1327.   [PL 2007, c. 323, Pt. F, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

4.  Amendment at any time.  A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

5.  Delivery of restated certificate.  A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.

6.  Effective when filed.  Subject to section 1326, subsection 3, an amendment or restated certificate is effective when filed by the Secretary of State.