Nevada Code § 88.355

Amendment and restatement of certificate of limited partnership
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1. A certificate of limited partnership is
amended by filing a certificate of amendment thereto in the Office of the
Secretary of State. The certificate must set forth:
(a) The name of the limited partnership; and
(b) The amendment.
2. 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 must be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner; or
(c) The continuation of the business under NRS 88.550 after an event of withdrawal of
a general partner.
3. 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, except the address of its
office or the name or address of its registered agent, have changed, making the
certificate inaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership
may be amended at any time for any other proper purpose the general partners
determine.
5. 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 2 if the amendment is
filed within the 30-day period specified in subsection 2.
6. A certificate of amendment filed
pursuant to this section is effective at the time of the filing of the
certificate with the Secretary of State or upon a later date and time as
specified in the certificate, which date must not be more than 90 days after
the date on which the certificate is filed. If a certificate filed pursuant to
this section specifies a later effective date but does not specify an effective
time, the certificate is effective at 12:01 a.m. in the Pacific time zone on
the specified later date.
7. A restated certificate of limited
partnership may be signed and filed in the same manner as a certificate of
amendment. If the certificate alters or amends the certificate of limited
partnership in any manner, it must be accompanied by a form prescribed by the
Secretary of State setting forth which provisions of the certificate of limited
partnership on file with the Secretary of State are being altered or amended.

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