Sec. 32.11.020. Amendment to certificate; restated certificate.

273 words·~1 min read·/ak/title-32/chapter-11/32-11-020

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A certificate of limited partnership is amended by filing a certificate of amendment with the department. The certificate must set out

(1)the name of the limited partnership;

(2)the date of filing the certificate to be amended; and

(3)the amendment to the certificate.

(b)Within 30 days after the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1)the admission of a new general partner;

(2)the withdrawal of a general partner; or

(3)the continuation of the business under AS 32.11.370 after an event of withdrawal of a general partner.

(c)A general partner who becomes aware that a statement in a certificate of limited partnership was false when made or that an arrangement or other fact described has changed, making the certificate inaccurate, shall promptly amend the certificate.

(d)A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e)A person may not be held liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in

(b)of this section if the amendment is filed within the 30-day period specified in

(b)of this section.

(f)A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

(g)A certificate of limited partnership may also be amended by filing a plan of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska Entity Transactions Act).