179.12 Amendments to certificate.

(1) Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment shall specify all of the following:

(a) The name of the limited partnership.

(b) The date of filing the certificate.

(c) The amendment to the certificate.

(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 shall be filed:

(b) A change in the name of the limited partnership, or a change in the address of the record office or a change in the name or address of the registered agent.

(c) The withdrawal of a general partner.

(d) The continuation of the business under s. 179.71 after an event of withdrawal of a general partner.

(2m) Within 60 days after the admission of a new general partner, an amendment to a certificate of limited partnership reflecting the event shall be filed.

(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 have changed 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 under sub. (2) if the amendment is filed within the 30-day period specified in sub. (2).

(6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing with the department.

History: 1983 a. 173; 1985 a. 29; 1989 a. 232; 1995 a. 27, 417; 2001 a. 44.