Ala. Code § 10A-9A-2.02

Current through the 2024 Regular Session.

Section 10A-9A-2.02 - Amendment or restatement of certificate of formation

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:

(1) the name of the limited partnership;

(2) the unique identifying number or other designation as assigned by the Secretary of State; and

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

(d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect:

(1) the admission of a new general partner; or

(2) the dissociation of a person as a general partner.

(e) Prior to a statement of dissolution being delivered to the Secretary of State for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if the information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly:

(1) cause the certificate of formation to be amended; or

(2) if appropriate, deliver for filing with the Secretary of State a certificate of correction in accordance with Chapter 1.

(f) A certificate of formation may be amended at any time pursuant to this section for any other proper purpose as determined by the limited partnership. A certificate of formation may also be amended in a statement of merger pursuant to Article 8 of Chapter 1 or Article 10 of this chapter.

(g) In order to restate its certificate of formation, a limited partnership must deliver a restated certificate of formation for filing with the Secretary of State. A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the name of the limited partnership;

(3) state the unique identifying number or other designation as assigned by the Secretary of State;

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any such restatement that effects an amendment shall be subject to any other provision of this chapter not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change;

(5) set forth the text of the restated certificate of formation; and (6) state that the restated certificate of formation consolidates all amendments into a single document.

(h) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited partnership, but the original effective date of formation shall remain unchanged.

(i) An amended or restated certificate of formation may contain only the provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(j)

(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1.

(2) An amendment to a certificate of formation does not affect:

(i) an existing cause of action in favor of or against the limited partnership for which the certificate of amendment is sought;

(ii) a pending suit to which the limited partnership is a party; or

(iii) an existing right of a person other than an existing partner.

(3) If the name of a limited partnership is changed by amendment, an action brought by or against the limited partnership in the former name of that limited partnership does not abate because of the name change.

(k)

(1) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4 of Chapter 1.

(2) On the date and time the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.

(3) Subsections (j)(2) and (j)(3) apply to an amendment effected by a restated certificate of formation.

(l) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the partnership agreement, and if the partnership agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the partners.

Ala. Code § 10A-9A-2.02 (1975)

Amended by Act 2024-413,§ 1, eff. 8/1/2024.

Amended by Act 2023-503,§ 7, eff. 1/1/2024.

Amended by Act 2021-299,§ 5, eff. 1/1/2022.

Amended by Act 2020-73,§ 10, eff. 1/1/2021.

Added by Act 2016-379,§ 1, eff. 1/1/2017.