29-309. Amendment to certificate; restatement
A. 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 all of the following:
1. The name of the limited partnership.
2. The date of filing the certificate of limited partnership.
3. The amendment to the certificate of limited partnership.
B. Within thirty days after the happening of either of 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.
C. 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.
D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
E. 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 subsection B if the amendment is filed within the thirty day period specified in subsection B.
F. The provisions of a limited partnership's certificate which are then in effect and operative may be integrated into a single instrument, and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article, not inconsistent with this subsection, which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, all of its former names and the date of the filing of its original certificate of limited partnership.
G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.
Structure Arizona Revised Statutes
§ 29-101 - Effect of name of trading firm upon liability of firm property for personal debts
§ 29-102 - Certificate of name required for certain firms
§ 29-103 - Partnerships not required to record certificate
§ 29-104 - Service of summons in actions against partners; judgment
§ 29-303 - Reservation of name
§ 29-304 - Specified office and agent
§ 29-307 - Business transactions of partner with partnership
§ 29-308 - Certificate of limited partnership
§ 29-309 - Amendment to certificate; restatement
§ 29-310 - Cancellation of certificate
§ 29-311 - Execution of certificates
§ 29-312 - Execution by judicial act
§ 29-313 - Filing in office of secretary of state; acceptance
§ 29-314 - Liability for false statement in certificate
§ 29-316 - Delivery of certificates to limited partners
§ 29-317 - Admission of limited partners
§ 29-319 - Liability to third parties
§ 29-320 - Person erroneously believing himself limited partner
§ 29-322 - Admission of additional general partners
§ 29-323 - Events of withdrawal
§ 29-324 - General powers and liabilities
§ 29-325 - Contributions by general partner
§ 29-327 - Form of contribution
§ 29-328 - Liability for contribution
§ 29-329 - Sharing of profits and losses
§ 29-330 - Sharing of distributions
§ 29-331 - Interim distributions
§ 29-332 - Withdrawal of general partner
§ 29-333 - Withdrawal of limited partner
§ 29-334 - Distribution on withdrawal
§ 29-335 - Distribution in kind
§ 29-336 - Right to distribution
§ 29-337 - Limitations on distribution; treatment as income
§ 29-338 - Liability on return of contribution
§ 29-339 - Nature of partnership interest
§ 29-340 - Assignment of partnership interest
§ 29-341 - Rights of judgment creditor
§ 29-342 - Right of assignee to become limited partner
§ 29-343 - Power of estate of deceased or incompetent partner
§ 29-344 - Nonjudicial dissolution
§ 29-345 - Judicial dissolution
§ 29-347 - Distribution of assets
§ 29-350 - Issuance of registration
§ 29-352 - Changes and amendments
§ 29-353 - Cancellation of registration
§ 29-354 - Transaction of business without registration
§ 29-355 - Action by attorney general
§ 29-360 - Construction and application
§ 29-363 - Rules for cases not provided for in this chapter
§ 29-364 - Application to existing limited partnership; definition
§ 29-365 - Effect of enactment on accrued rights
§ 29-367 - Limited partnership as limited liability partnership
§ 29-369 - Entity restructuring transactions
§ 29-373 - Effect of transaction; definition
§ 29-1002 - Knowledge and notice
§ 29-1003 - Effect of partnership agreement; nonwaivable provisions
§ 29-1004 - Supplemental principles of law
§ 29-1005 - Execution, filing and recording of statements
§ 29-1006 - Law governing internal relations
§ 29-1007 - Partnership subject to amendment or repeal
§ 29-1011 - Partnership as entity
§ 29-1012 - Formation of partnership
§ 29-1013 - Partnership property
§ 29-1014 - When property is partnership property
§ 29-1021 - Partner agent of partnership
§ 29-1022 - Transfer of partnership property
§ 29-1023 - Statement of partnership authority
§ 29-1024 - Statement of denial
§ 29-1025 - Partnership liable for partner's actionable conduct
§ 29-1026 - Partner's liability
§ 29-1027 - Actions by and against partnership and partners
§ 29-1028 - Liability of purported partner
§ 29-1031 - Partner's rights and duties
§ 29-1032 - Distributions in kind
§ 29-1033 - Partner's rights and duties with respect to information
§ 29-1034 - General standards of partner's conduct
§ 29-1035 - Actions by partnership and partners
§ 29-1036 - Continuation of partnership beyond definite term or particular undertaking
§ 29-1041 - Partner not co-owner of partnership property
§ 29-1042 - Partner's transferable interest in partnership
§ 29-1043 - Transfer of partner's transferable interest
§ 29-1044 - Partner's transferable interest subject to charging order
§ 29-1051 - Events causing partner's dissociation
§ 29-1052 - Partner's power to dissociate; wrongful dissociation
§ 29-1053 - Effect of partner's dissociation
§ 29-1061 - Purchase of dissociated partner's interest
§ 29-1062 - Dissociated partner's power to bind and liability to partnership
§ 29-1063 - Dissociated partner's liability to other persons
§ 29-1064 - Statement of dissociation
§ 29-1065 - Continued use of partnership name
§ 29-1071 - Events causing dissolution and winding up of partnership business
§ 29-1072 - Partnership continues after dissolution
§ 29-1073 - Right to wind up partnership business
§ 29-1074 - Partner's power to bind partnership after dissolution
§ 29-1075 - Statement of dissolution
§ 29-1076 - Partner's liability to other partners after dissolution
§ 29-1077 - Settlement of accounts and contributions among partners
§ 29-1082 - Entity restructuring transactions
§ 29-1086 - Effect of transaction; definition
§ 29-1101 - Statement of qualification
§ 29-1103 - Publication and annual reports; late filing penalty
§ 29-1104 - Designated office and agent for service of process
§ 29-1105 - Law governing foreign limited liability partnerships
§ 29-1106 - Statement of foreign qualification
§ 29-1107 - Effect of failure to qualify
§ 29-1108 - Activities not constituting transacting business
§ 29-1109 - Action by attorney general
§ 29-1110 - Uniformity of application and construction
§ 29-1111 - Effect of enactment on accrued rights
§ 29-2103 - Relationship to other laws
§ 29-2104 - Required notice or approval
§ 29-2105 - Status of filings; matters regarding filing
§ 29-2107 - Reference to external facts
§ 29-2108 - Alternative means of approval of transactions
§ 29-2110 - Recording of statements
§ 29-2203 - Approval of merger
§ 29-2204 - Amendment or abandonment of plan of merger
§ 29-2205 - Statement of merger; effective date
§ 29-2207 - Ineffectiveness of merger due to law of foreign jurisdiction
§ 29-2301 - Interest exchange authorized
§ 29-2302 - Plan of interest exchange
§ 29-2303 - Approval of interest exchange
§ 29-2304 - Amendment or abandonment of plan of interest exchange
§ 29-2305 - Statement of interest exchange; effective date
§ 29-2306 - Effect of interest exchange
§ 29-2307 - Ineffectiveness of interest exchange due to law of foreign jurisdiction
§ 29-2401 - Conversion authorized
§ 29-2402 - Plan of conversion
§ 29-2403 - Approval of conversion
§ 29-2404 - Amendment or abandonment of plan of conversion
§ 29-2405 - Statement of conversion; effective date
§ 29-2406 - Effect of conversion
§ 29-2407 - Ineffectiveness of conversion due to law of foreign jurisdiction
§ 29-2501 - Domestication authorized; definition
§ 29-2502 - Plan of domestication
§ 29-2503 - Approval of domestication
§ 29-2504 - Amendment or abandonment of plan of domestication
§ 29-2505 - Statement of domestication; effective date
§ 29-2506 - Effect of domestication
§ 29-2507 - Ineffectiveness of domestication due to law of foreign jurisdiction
§ 29-2601 - Division authorized
§ 29-2603 - Approval of division
§ 29-2604 - Amendment or abandonment of plan of division
§ 29-2605 - Statement of division; effective date
§ 29-2606 - Effect of division
§ 29-2607 - Allocation of obligations in division
§ 29-2608 - Ineffectiveness of division due to law of foreign jurisdiction
§ 29-2701 - Consistency of application
§ 29-2702 - Relation to electronic signatures in global and national commerce act
§ 29-3105 - Operating agreement; scope, function and limitations
§ 29-3108 - Nature, purpose and duration of limited liability company
§ 29-3110 - Application to existing relationships
§ 29-3111 - Supplemental principles of law and equity
§ 29-3113 - Reservation of name
§ 29-3114 - Registration of name by a foreign limited liability company
§ 29-3116 - Statement of change
§ 29-3117 - Resignation of statutory agent
§ 29-3118 - Change of name or address by statutory agent
§ 29-3119 - Service of process, notice or demand
§ 29-3120 - Delivery of record
§ 29-3121 - Reservation of power to amend or repeal
§ 29-3122 - Powers of commission
§ 29-3201 - Formation of limited liability company; articles of organization
§ 29-3202 - Amendment or restatement of articles of organization
§ 29-3203 - Signing of records to be delivered for filing to the commission
§ 29-3204 - Signing and filing pursuant to judicial order
§ 29-3205 - Liability for inaccurate information in filed record
§ 29-3206 - Filing requirements
§ 29-3207 - Effective date and time
§ 29-3208 - Withdrawal of filed record before effectiveness
§ 29-3209 - Correcting filed record
§ 29-3210 - Duty of commission to file; refusal to file; delivery of record by commission
§ 29-3211 - Certificate of good standing or registration
§ 29-3212 - Interrogatories by the commission; information disclosed by interrogatories
§ 29-3213 - Fees; filing services; definition
§ 29-3301 - Agency power of member and manager
§ 29-3304 - Liability of members and managers
§ 29-3402 - Form of contribution
§ 29-3403 - Liability for contributions
§ 29-3404 - Sharing of and right to distributions before dissolution
§ 29-3405 - Limitations on distributions
§ 29-3406 - Liability for improper distributions
§ 29-3407 - Management of limited liability company
§ 29-3408 - Reimbursement; indemnification; advancement; insurance
§ 29-3409 - Standards of conduct for members and managers
§ 29-3501 - Nature of transferable interest
§ 29-3502 - Transfer of transferable interest
§ 29-3504 - Power of legal representative of deceased member
§ 29-3601 - Power to dissociate as member; wrongful dissociation
§ 29-3602 - Events causing dissociation
§ 29-3603 - Effect of dissociation
§ 29-3701 - Events causing dissolution
§ 29-3703 - Rescinding dissolution
§ 29-3704 - Known claims against dissolved limited liability company
§ 29-3705 - Other claims against dissolved limited liability company
§ 29-3707 - Disposition of assets in winding up
§ 29-3708 - Administrative dissolution
§ 29-3710 - Judicial review of denial of reinstatement
§ 29-3801 - Direct action by member
§ 29-3805 - Special litigation committee
§ 29-3806 - Proceeds and expenses; voluntary dismissal or settlement
§ 29-3807 - Other remedies in direct and derivative actions
§ 29-3902 - Registration to do business in this state
§ 29-3903 - Foreign registration statement
§ 29-3904 - Amendment of foreign registration statement
§ 29-3905 - Activities not constituting doing business
§ 29-3906 - Noncomplying name of foreign limited liability company
§ 29-3908 - Withdrawal on dissolution
§ 29-3910 - Termination of registration
§ 29-3911 - Withdrawal of registration
§ 29-3912 - Action by attorney general
§ 29-4003 - Entity restructuring transactions
§ 29-4102 - Professional limited liability company formation
§ 29-4103 - Exclusions from article
§ 29-4104 - Application of general limited liability company law
§ 29-4105 - Special restrictions
§ 29-4107 - Professional relations and responsibility
§ 29-4108 - Disciplinary powers of regulating licensing authorities
§ 29-4201 - Uniformity of application and construction
§ 29-4202 - Relation to electronic signatures in global and national commerce act