KRS 362.2-202: Amendment or restatement of certificate.

(1) In order to amend its certificate of limited partnership, a limited partnership shall

deliver to the Secretary of State for filing an amendment that satisfies KRS 14A.2 -

010 to 14A.2 -150 or, pursuant to KRS 362.2 -951 to 362.2 -963, articles of merger,

stating:

(a) The name of the limited partnership;

(b) The date of filing of its initial certificate; and

(c) The changes the amendment makes to the certificate as most recently

amended or restated.

(2) A limited partnership shall promptly deliver to the Secretar y of State for filing an

amendment to a certificate of limited partnership to reflect:

(a) The admission of a new general partner;

(b) The dissociation of a person as a general partner; or

(c) The appointment of a person to wind up the limited partnership' s activities

under KRS 362.2-803(3) or (4).

(3) A general partner who knows that any information in a filed certificate of limited

partnership was false when the certificate was filed or has become false due to

changed circumstances shall promptly:

(a) Cause the certificate to be amended; or

(b) If appropriate, deliver to the Secretary of State for filing a statement of change

pursuant to KRS 14A.5 -010 or a statement of correction pursuant to KRS

14A.2-090.

(4) A certificate of limited partnership may be amended at any time for any other proper

purpose as determined by the limited partnership.

(5) A restated certificate of limited partnership may be delivered to the Secretary of

State for filing in the same manner as an amendment.

(6) An amendment or restated certificate is effective as provided in KRS 14A.2-070.