Montana Code 35-12-602. Amendments or restatement of certificate
35-12-602. Amendments or restatement of certificate. (1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Title 35, chapter 12, part 15, articles of merger stating:
Terms Used In Montana Code 35-12-602
- 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.
- 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 a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
(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 35-12-1205(3) or (4).
(3)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
(b)if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616.
(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)Subject to 35-12-614(3), an amendment or restated certificate is effective when filed by the secretary of state.