Mass. Gen. Laws » Part I Title XV Chapter 109
Massachusetts General Laws

Mass. Gen. Laws ch. 109, § 9 (2026)

Amendment to certificate

✓ current as of July 2026
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Section 9. (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 of amendment shall set forth:

(1) the name of the limited partnership;

(2) the date of filing the certificate; and

(3) the amendment to the certificate.

(b) Within thirty days after the happening of any 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; or

(3) the continuation of the business under section forty-four after an event of 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) A restated certificate of a limited partnership may be executed and filed in the same manner as a certificate of amendment.

Notes of Decisions
Cited in 4 cases, 1969–2006 · leading case: Sears Petroleum & Transp. Corp. v. Burgess Constr. Servs., Inc., 417 F. Supp. 2d 212 (D. Mass. 2006).
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Sears Petroleum & Transp. Corp. v. Burgess Constr. Servs., Inc., 417 F. Supp. 2d 212 (D. Mass. 2006). “” Mass. Gen. L. c. 109 § 9. Thus, Sears appears to be making a distinction between avoidance, on the one hand, and a claim for damages, on the other hand.”
Wasserman v. Wasserman, 386 N.E.2d 783 (Mass. App. Ct. 1979). · cites it 2× “The principal controversy between the parties is as to the effect which should be given to the provisions of § 9(l)(e) of the Act (G. L. c. 109, § 9[l][e]), which reads: "A general partner shall have all the rights and powers and be subject to all the restrictions and…”
Bonin v. Chestnut Hill Towers Realty Co., 436 N.E.2d 970 (Mass. App. Ct. 1982). “In addition to the statutory liabilities of general partners (see G. L. c. 109, § 9), the general partners assumed certain contractual liabilities of which the most onerous was an obligation to provide the Partnership with the first $600,000 required to meet operating expense…”
Lehrberg v. Felopulos, 248 N.E.2d 648 (Mass. 1969). “See G. L. c. 109, § 9 (1) (b). The attorneys said that they would approve the mortgage if it was given by Ridgeville before any deed from Ridgeville to Fine was recorded.”
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