Vermont Statutes
Chapter 23 - Limited Partnerships
§ 3412. Amendment to certificate

§ 3412. Amendment to certificate
(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 original certificate; and
(3) the amendment to the certificate.
(b) 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:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner; or
(3) the continuation of the business under section 3471 of this title 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 30-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. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 23 - Limited Partnerships

§ 3401. Definitions

§ 3402. Name

§ 3403. Reservation of name

§ 3404. Specified office and agent

§ 3405. Records to be kept

§ 3406. Nature of business

§ 3407. Business transactions of partner with partnership

§ 3411. Certificate of limited partnership

§ 3412. Amendment to certificate

§ 3413. Cancellation of certificate

§ 3414. Execution of certificates

§ 3415. Execution by judicial act

§ 3416. Filing in Office of Secretary of State

§ 3417. Liability for false statement in certificate

§ 3418. Scope of notice

§ 3419. Delivery of certificates to limited partners

§ 3420. Fees

§ 3421. Admission of limited partners

§ 3422. Voting

§ 3423. Liability to third parties

§ 3424. Person erroneously believing himself or herself limited partner

§ 3425. Information

§ 3431. Admission of additional general partners

§ 3432. Events of withdrawal

§ 3433. General powers and liabilities

§ 3434. Contributions by general partner

§ 3435. Voting

§ 3441. Form of contribution

§ 3442. Liability for contribution

§ 3443. Sharing of profits and losses

§ 3444. Sharing of distributions

§ 3451. Interim distributions

§ 3452. Withdrawal of general partner

§ 3453. Withdrawal of limited partner

§ 3454. Distribution upon withdrawal

§ 3455. Distribution in kind

§ 3456. Right to distribution

§ 3457. Limitations on distribution

§ 3458. Liability upon return of contribution

§ 3461. Nature of partnership interest

§ 3462. Assignment of partnership interest

§ 3463. Rights of creditor

§ 3464. Right of assignee to become limited partner

§ 3465. Power of estate of deceased or partner who is incompetent

§ 3471. Nonjudicial dissolution

§ 3472. Judicial dissolution

§ 3473. Winding up

§ 3474. Distribution of assets

§ 3481. Law governing

§ 3482. Registration

§ 3483. Issuance of registration

§ 3484. Name

§ 3485. Changes and amendments

§ 3486. Cancellation of registration

§ 3487. Transaction of business without registration

§ 3488. Action by Attorney General

§ 3491. Right of action

§ 3492. Proper plaintiff

§ 3493. Pleading

§ 3494. Expenses

§ 3501. Construction and application

§ 3502. Rules for cases not provided for in this chapter

§ 3503. Savings clause