§ 25.10.090. Amendment to certificate -- Restatement of certificate
(1) A certificate of limited partnership is amended by filing duplicate originals of a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The date and place of filing of the original certificate of limited partnership; and
(c) The amendment to the certificate of limited partnership.
(2) 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:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner;
(c) The continuation of the business under RCW 25.10.440 after an event of withdrawal of a general partner; or
(d) A change in the name of the limited partnership, a change in the office described in RCW 25.10.040(1), a change in the name or address of the agent for service of process, a change in the name or address of any general partner, or a change in the date upon which the limited partnership is to dissolve.
(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 have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate, but an amendment to show a change of address of a general partner need be filed only once every twelve months.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may 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) of this section if the amendment is filed within the thirty-day period specified in subsection (2) of this section.
(6) A certificate of limited partnership is restated by filing duplicate originals of a certificate of restatement in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The date and place of filing of the original certificate; and
(c) A statement setting forth all operative provisions of the certificate of limited partnership as theretofore amended together with a statement that the restated articles correctly set forth without change the provisions of the certificate of limited partnership as theretofore amended and that the restated certificate supersedes the original certificate and all amendments thereto.
[1987 c 55 § 6; 1981 c 51 § 9.]
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