(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:
(1) the name of the limited partnership;
(2) the date of filing the certificate; and
(3) the amendment to the certificate.
(b) Within thirty 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:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner; or
(3) the continuation of the business under Section 33-42-1410 after an event of 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) of this section if the amendment is filed within the thirty-day period specified in subsection (b).
(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(g)(1) Each limited partnership formed before June 27, 1984, shall file no later than January 1, 1988, a certificate of amendment pursuant to this chapter causing such limited partnership to comply with the requirements of Section 33-42-30 respecting the name of the limited partnership, Section 33-42-50(1) respecting the office of the limited partnership at which certain records are to be kept, and Section 33-42-50(2) respecting the agent for service of process on the limited partnership. However, a limited partnership formed before June 27, 1984, is required to file the certificate of amendment only to the extent it does not fully comply with Sections 33-42-30 and 33-42-50 on or before January 1, 1988. The certificate of amendment is considered effective under this chapter upon its execution by a general partner of the limited partnership and its filing in the office of the Secretary of State.
(2) The failure of any limited partnership formed before June 27, 1984, to comply with subsection (g)(1) shall result on January 1, 1988, in, but only to, the extent of the failure:
(i) the designation of the principal place of business of the limited partnership as specified in the limited partnership's certificate of limited partnership on that date as the office of partnership at which certain records are to be kept for purposes of Section 33-42-50(1);
(ii) the designation of the Secretary of State as the agent for service of process on such limited partnership for purposes of Section 33-42-50(2); and
(iii) the limited partnership being prohibited from filing any other certificate of amendment unless it satisfies the requirements of subsection (g)(1).
(3) The failure of any limited partnership formed before June 27, 1984, to file the certificate of amendment required by subsection (g)(1) does not:
(i) impair the validity of any contract or act of the limited partnership;
(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court in this State; or
(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment.
HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 42 - Uniform Limited Partnership Act
Section 33-42-10. Short title.
Section 33-42-20. Definitions.
Section 33-42-40. Reservation of name.
Section 33-42-45. Assumed name.
Section 33-42-50. Specified office and agent.
Section 33-42-70. Nature of business.
Section 33-42-75. Limited partnerships activities, financial assistance, and duration.
Section 33-42-80. Business transactions of partner with partnership.
Section 33-42-210. Certificate of limited partnership.
Section 33-42-220. Amendment to certificate.
Section 33-42-230. Cancellation of certificate.
Section 33-42-240. Execution of certificates.
Section 33-42-250. Execution by judicial act.
Section 33-42-260. Filing in office of Secretary of State.
Section 33-42-270. Liability for false statement in certificate.
Section 33-42-280. Scope of notice.
Section 33-42-290. Delivery of certificates to limited partners.
Section 33-42-300. Affidavit of general partners' authority.
Section 33-42-310. Status of existing county filings.
Section 33-42-410. Admission of additional limited partners.
Section 33-42-430. Liabilities to third parties.
Section 33-42-440. Person erroneously believing himself limited partner.
Section 33-42-450. Information.
Section 33-42-610. Admission of additional or substitute general partners.
Section 33-42-620. Events of withdrawal.
Section 33-42-630. General powers and liabilities.
Section 33-42-640. Contributions by general partner.
Section 33-42-810. Form of contribution.
Section 33-42-820. Liability for contributions.
Section 33-42-830. Sharing of profits and losses.
Section 33-42-840. Sharing of distributions.
Section 33-42-1010. Interim distributions.
Section 33-42-1020. Withdrawal of general partner.
Section 33-42-1030. Withdrawal of limited partner.
Section 33-42-1040. Distribution upon withdrawal.
Section 33-42-1050. Distribution in kind.
Section 33-42-1060. Right to distribution.
Section 33-42-1070. Limitations on distribution.
Section 33-42-1080. Liability upon return of contribution.
Section 33-42-1210. Nature of partnership interest.
Section 33-42-1220. Assignment of partnership interest.
Section 33-42-1230. Rights of creditor.
Section 33-42-1240. Right of assignee to become limited partner.
Section 33-42-1250. Power of estate of deceased or incompetent partner.
Section 33-42-1410. Nonjudicial dissolution.
Section 33-42-1420. Judicial dissolution.
Section 33-42-1430. Winding up.
Section 33-42-1440. Distribution of assets.
Section 33-42-1610. Law governing.
Section 33-42-1620. Registration.
Section 33-42-1630. Issuance of registration.
Section 33-42-1650. Changes and amendments.
Section 33-42-1660. Cancellation of registration.
Section 33-42-1670. Transaction of business without registration.
Section 33-42-1680. Action of Attorney General.
Section 33-42-1690. Activities not deemed transacting business.
Section 33-42-1810. Right of action.
Section 33-42-1820. Proper plaintiff.
Section 33-42-2010. Construction and application.
Section 33-42-2020. Rules for cases not provided for in this chapter.
Section 33-42-2030. Severability.
Section 33-42-2040. Filing fees.
Section 33-42-2120. Articles of merger; contents; filing.
Section 33-42-2130. Effect of merger; service of process; liability for partnership obligations.