Kentucky Statutes 362.2-202 – Amendment or restatement of certificate
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(1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the Secretary of State for filing an amendment that satisfies KRS § 14A.2-
010 to 14A.2-150 or, pursuant to KRS § 362.2-951 to KRS § 362.2-963, articles of merger, stating:
(a) The name of the limited partnership;
(b) The date of filing of its initial certificate; and
(c) The changes the amendment makes to the certificate as most recently amended or restated.
(2) 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;
(b) The dissociation of a person as a general partner; or
(c) The appointment of a person to wind up the limited partnership’s activities under KRS § 362.2-803(3) or (4).
(3) A general partner who 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
(b) If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to KRS § 14A.5-010 or a statement of correction pursuant to KRS
14A.2-090.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered to the Secretary of
State for filing in the same manner as an amendment.
(6) An amendment or restated certificate is effective as provided in KRS § 14A.2-070.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 106, effective January 1, 2011. — Created 2006 Ky. Acts ch. 149, sec. 106, effective July 12, 2006.
010 to 14A.2-150 or, pursuant to KRS § 362.2-951 to KRS § 362.2-963, articles of merger, stating:
Terms Used In Kentucky Statutes 362.2-202
- 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 KRS §. See Kentucky Statutes 362.2-102
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- 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.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- State: means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.2-102
(a) The name of the limited partnership;
(b) The date of filing of its initial certificate; and
(c) The changes the amendment makes to the certificate as most recently amended or restated.
(2) 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;
(b) The dissociation of a person as a general partner; or
(c) The appointment of a person to wind up the limited partnership’s activities under KRS § 362.2-803(3) or (4).
(3) A general partner who 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
(b) If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to KRS § 14A.5-010 or a statement of correction pursuant to KRS
14A.2-090.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered to the Secretary of
State for filing in the same manner as an amendment.
(6) An amendment or restated certificate is effective as provided in KRS § 14A.2-070.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 106, effective January 1, 2011. — Created 2006 Ky. Acts ch. 149, sec. 106, effective July 12, 2006.