Arizona Revised Statutes

Ariz. Rev. Stat. § 29-309 (2026)

Amendment to certificate; restatement

✓ current as of May 2026

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A. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth all of the following:

1. The name of the limited partnership.

2. The date of filing the certificate of limited partnership.

3. The amendment to the certificate of limited partnership.

B. Within thirty days after the happening of either of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

1. The admission of a new general partner.

2. The withdrawal of a general partner.

C. 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, making the certificate inaccurate in any respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

E. 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 B if the amendment is filed within the thirty day period specified in subsection B.

F. The provisions of a limited partnership's certificate which are then in effect and operative may be integrated into a single instrument, and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article, not inconsistent with this subsection, which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, all of its former names and the date of the filing of its original certificate of limited partnership.

G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.

Notes of Decisions

Cited in 4 cases, 1968–1988 · leading case: Wood v. Holiday Mobile Home Resorts, Inc., 625 P.2d 337 (Ariz. Ct. App. 1980).

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Wood v. Holiday Mobile Home Resorts, Inc., 625 P.2d 337 (Ariz. Ct. App. 1980). · cites it 4× “Obviously, a breach of the statutory duties imposed upon a general partner in a limited partnership, see A.R.S. § 29-309, would suffice to allow a court to dissolve a limited partnership.”

Jerman v. O'LEARY, 701 P.2d 1205 (Ariz. Ct. App. 1985). · cites it 2× “It was appellees’ position in the trial court that appellants were wrongfully self-dealing in the partnership property in violation of A.R.S. § 29-309 which states in pertinent part: “A general partner shall have all the rights and powers and be subject to all the restrictions…”

Kitchell Corp. v. Hermansen, 446 P.2d 934 (Ariz. Ct. App. 1968). · cites it 2× “§ 29-307; Section 9 of the Uniform Limited Partnership Act, A.R.S. § 29-309. 'The general partner has the rights, powers, duties and liabilities as tthose of a partner in an ordinary partmership.”

Sertich v. Moorman, 767 P.2d 34 (Ariz. Ct. App. 1988). · cites it 4× “Further, it must be presumed that the legislature knew of the judicial construction of the rights and restrictions of general partners when it passed A.R.S. §§ 29-309 and 29-324. Daou v. Harris, 139 Ariz.”

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