Mississippi · Snapshot Mississippi Code Release 78 (2020-07), retrieved 2026-09-17

Miss. Code Ann. § 79-14-202: Amendment or restatement of certificate of limited partnership.

(a) A certificate of limited partnership may be amended or restated at any time.
(b) To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate; and
(3) The amendment.
(c) To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
(d) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership’s activities and affairs under Section 79-14-802(c) or (d).
(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.
(f) A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 14. Mississippi Uniform Limited Partnership Act
Article 2. Formation; Certificate of Limited Partnership and Other Filings.

(a) A certificate of limited partnership may be amended or restated at any time.

(b) To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:

(1) The name of the limited partnership;

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

(3) The amendment.

(c) To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.

(d) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

(1) The admission of a new general partner;

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

(3) The appointment of a person to wind up the limited partnership’s activities and affairs under Section 79-14-802(c) or (d).

(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

(1) Cause the certificate to be amended; or

(2) If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.

(f) A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.

Collected 2026-10-27T05:54:23Z. Source file · JSON

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