Code of the District of Columbia

§ 29–702.02. Amendment or restatement of certificate.

(a) To amend its certificate of limited partnership, a limited partnership shall deliver to the Mayor for filing an amendment stating:

(1) The name of the limited partnership;

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

(3) The changes the amendment makes to the certificate as most recently amended or restated.

(b) A limited partnership shall promptly deliver to the Mayor for filing an amendment to a certificate of limited partnership to reflect the:

(1) Admission of a new general partner;

(2) Dissociation of a person as a general partner; or

(3) Appointment of a person to wind up the limited partnership’s activities or affairs under § 29-708.03(c) or (d).

(c) A general partner that 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 shall promptly:

(1) Cause the certificate to be amended; or

(2) If appropriate, deliver to the Mayor for filing a statement of correction pursuant to § 29-102.05 or § 29-104.07.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(e) A restated certificate of limited partnership may be delivered to the Mayor for filing in the same manner as an amendment.

(f) Subject to § 29-102.03, an amendment or restated certificate shall be effective when filed by the Mayor.

(g) A certificate of limited partnership may also be amended by filing articles of merger under subchapter X of this chapter or a statement of merger, interest exchange, conversion, or domestication under Chapter 2 of this title.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(B), 59 DCR 13171.)

Section References

This section is referenced in § 29-702.06.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities” in (b)(3); and substituted “inaccurate” for “false” in (c).

Editor's Notes

Uniform Law: This section is based on § 202 of the Uniform Limited Partnership Act (2001 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.