New Hampshire Revised Statutes 304-B:9 – Amendment to Certificate
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I. A certificate of limited partnership is amended by filing 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 of filing the certificate; and
(c) The amendment to the certificate.
II. 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 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 N.H. Rev. Stat. § 304-B:44 after an event of withdrawal of a general partner; or
(d) The resignation of the registered agent.
III. 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.
IV. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
V. 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 paragraph II of this section if the amendment is filed within the 30-day period specified in paragraph II.
VI. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(a) The name of the limited partnership;
Terms Used In New Hampshire Revised Statutes 304-B:9
- 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 referred to in N. See New Hampshire Revised Statutes 304-B:1
- Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in N. See New Hampshire Revised Statutes 304-B:1
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See New Hampshire Revised Statutes 304-B:1
- Limited partnership: and "domestic limited partnership" mean a partnership formed by 2 or more persons under the laws of this state and having one or more general partners and one or more limited partners. See New Hampshire Revised Statutes 304-B:1
- Partner: means a limited or general partner. See New Hampshire Revised Statutes 304-B:1
- 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: means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation. See New Hampshire Revised Statutes 304-B:1
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See New Hampshire Revised Statutes 304-B:1
(b) The date of filing the certificate; and
(c) The amendment to the certificate.
II. 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 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 N.H. Rev. Stat. § 304-B:44 after an event of withdrawal of a general partner; or
(d) The resignation of the registered agent.
III. 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.
IV. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
V. 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 paragraph II of this section if the amendment is filed within the 30-day period specified in paragraph II.
VI. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.