KRS 362.417: Amendment to or restatement of certificate.

(1) A certificate of limited partnership may be amended by filing a certificate of

amendment that satisfies the requirements of KRS 14A.2-010 to 14A.2-150 with the

Secretary of State. The certificate of amendment shall be in the form prescribed by

the Secretary of State and shall set forth:

(a) The name of the limited partnership;

(b) The date of filing the certificate of limited partnership; and

(c) The amendment to the certificate of limited partnership.

(2) (a) Within thirty (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;

3. The continuation of th e business under KRS 362.487 after an event of

withdrawal of a general partner; or

4. A change in name of the limited partnership.

(b) A general partner who becomes aware that any statement in a certificate of

limited partnership was false when made, or th at any arrangements or other

facts described in the certificate have changed, making the certificate

inaccurate in any respect, shall promptly amend the certificate.

(c) A certificate may be amended at any time for any other proper purpose the

general partners determine.

(3) If an amendment to a certificate is filed within the thirty (30) day period referred to

in subsection (2) of this section, no person shall be liable because the amendment

was not filed earlier.

(4) A certificate of amendment shall be effective as provided in KRS 14A.2-070.

(5) A limited partnership may, if desired, integrate into a single instrument all of the

provisions of its certificate of limited partnership which are then in effect and

operative as a result of filing with the Secretary of State one (1) or more certificates

of amendment and it may, at the same time, further amend its certificate of limited

partnership.

(6) If the restated certificate of limited partnership merely restates and inte grates, but

does not further amend the certificate of limited partnership as theretofore amended,

it shall be specifically designated in its heading as a "restated certificate of limited

partnership." If the restated certificate restates and integrates and also further

amends in any respect the certificate of limited partnership as theretofore amended,

it shall be specifically designated in its heading as an "amended and restated

certificate of limited partnership". A restated, or amended and restated, certificate of

limited partnership shall be executed and filed in the same manner as a certificate of

amendment.

(7) Upon the filing of a restated, or amended and restated, certificate of limited

partnership with the Secretary of State, or upon its future effe ctive date or time as

provided for therein, the initial certificate of limited partnership, as amended, shall

be superseded. Thereafter, the restated certificate of limited partnership, including

further amendments made thereto, shall be the certificate of limited partnership of

the limited partnership.