(1) In order to amend its certificate of
limited partnership, a limited partnership must deliver to the
secretary of state for filing an amendment or, pursuant to
article 11 of this chapter, articles of merger stating:
(a) The name of the limited partnership;
(b) The date of filing of its initial certificate of limited
partnership; and
(c) The changes the amendment makes to the certificate of
limited partnership as most recently amended or restated.
(2) A limited partnership shall promptly deliver to the
secretary 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 RCW 25.10.581 (3) or (4).
(3) A general partner that 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 of limited partnership to be
amended; or
(b) If appropriate, deliver to the secretary of state for
filing a statement of change pursuant to RCW 25.10.131 or a
statement of correction pursuant to RCW 25.10.261.
(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) Subject to RCW 25.10.251(3), an amendment or restated
certificate of limited partnership is effective when filed by the
secretary of state.
[2009 c 188 § 202.]