(a) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the director for filing an amendment or, pursuant to article 11, articles of merger stating:

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Terms Used In Hawaii Revised Statutes 425E-202

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Certificate of limited partnership: means the certificate required by § 425E-201. See Hawaii Revised Statutes 425E-102
  • Director: means the director of the department of commerce and consumer affairs. See Hawaii Revised Statutes 425E-102
  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate; and
(3) The changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall within thirty days deliver to the director for filing an amendment to a certificate of limited partnership to reflect:

(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership’s activities under section 425E-803(c) or (d).
(c) 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:

(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the director for filing a statement of change pursuant to § 425E-115 or a certificate of correction pursuant to § 425E-207.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the director for filing in the same manner as an amended certificate.
(f) Subject to section 425E-206(c), an amendment or restated certificate shall be effective when filed with the director.

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