A certificate of limited partnership may be amended or restated at any time.
To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:
To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
The admission of a new general partner;
The dissociation of a person as a general partner; or
The appointment of a person to wind up the limited partnership's activities and affairs under Section 79-14-802(c) or (d).
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
Cause the certificate to be amended; or
If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.
A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.
Structure Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 2 - Formation; Certificate of Limited Partnership and Other Filings
§ 79-14-201. Formation of limited partnership; certificate of limited partnership
§ 79-14-202. Amendment or restatement of certificate of limited partnership
§ 79-14-203. Signing of records to be delivered for filing to Secretary of State
§ 79-14-204. Signing and filing pursuant to judicial order
§ 79-14-205. Liability for inaccurate information in filed record
§ 79-14-206. Filing requirements
§ 79-14-207. Effective date and time
§ 79-14-208. Withdrawal of filed record before effectiveness