Nevada § 88.355 - Amendment and restatement of certificate of limited partnership

§ 88.355. Amendment and restatement of certificate of limited partnership

1. A certificate of limited partnership is amended by filing a certificate of amendment

thereto in the Office of the Secretary of State. The certificate must set forth: (a) The name of the limited partnership; and (b) The amendment. 2. Within 30 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 must be filed: (a) The admission of a new general partner; (b) The withdrawal of a general partner; or (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner. 3. 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,

except the address of its office or the name or address of its registered agent, have

changed, making the certificate inaccurate in any respect, shall promptly amend the

certificate. 4. A certificate of limited partnership may be amended at any time for any other proper

purpose the general partners determine. 5. 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

2 if the amendment is filed within the 30-day period specified in subsection 2. 6. A certificate of amendment filed pursuant to this section is effective at the time

of the filing of the certificate with the Secretary of State or upon a later date

and time as specified in the certificate, which date must not be more than 90 days

after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date

but does not specify an effective time, the certificate is effective at 12:01 a.m.

in the Pacific time zone on the specified later date. 7. A restated certificate of limited partnership may be signed and filed in the same

manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any

manner, it must be accompanied by a form prescribed by the Secretary of State setting

forth which provisions of the certificate of limited partnership on file with the

Secretary of State are being altered or amended.