AS 32.11.020: Amendment to certificate; restated certificate.

(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).