Limited Partnership Annual Report

Each limited partnership shall file an annual report with the Division on or before the anniversary date of the filing of its original certificate of partnership. The report shall be titled "Annual Report", specify the year, contain, in the order provided in 950 CMR I 08.11, all information required to be included in the certificate, and any other matters the general partners determine to include therein. The annual report may amend any information in the certificate, except that any change pertaining to resident agent or office must be made as provided in 950 CMR I 08.13. The report shall specifically identify each amendment and must be signed in the manner set forth in 950 CMR I 08.6( 4)(b ). The annual report shall be accompanied by a fee of $500.00. I 08.15: Certificate of Amendment (I) A certificate of limited partnership may be amended by filing a certificate of amendment with the Division. An amendment to the certificate must be made within 30 days after the following events to reflect: (a) the admission of a new general partner; (b) the withdrawal of a general partner; or (c) the continuation of the business as provided in M.G.L. c. 109, § 44 after the event of withdrawal of a general partner. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in the certificate limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate to correct such matter, except that any change pertaining to the resident agent or office of the resident agent shall be made as provided in 9 50 CMR 108 .13. (3) A certificate oflimited partnership may be amended at any other time for any other purpose. ( 4) The certificate of amendment shall set forth in the order provided 950 CMR I 08.15( 4 )( a) through (e): (a) the name of the limited partnership; ( c) the date of filing of the original certificate; and (d) the name of each general partner and the business address if different from its office address. (e) the amendment to the certificate. (5) The certificate of amendment shall be accompanied by payment of a $100.00 fee. (6) Limited partnerships formed prior to March I, 1989 shall include in their first certificate of amendment filed after that date, a statement of the last date certain upon which the limited partnership is to dissolve. 950 CMR- 372 (1) A limited partnership may at any time integrate into a single instrument all of ilie provisions of its certificate oflimited partnership which are then in effect and operative and may at ilie same time amend its certificate of limited partnership. If ilie restated certificate merely restates and integrates ilie existing provisions of the certificate of organization it shall be designated as a "restated certificate of organization". If in addition, ilie restatement amends some or all of the information as provided in 950 CMR I 08. I 5, it shall be designated as an "amended and restated certificate of organization". (2) The certificate of organization for a limited partnership may be restated by filing a restated certificate with ilie Division. The restated certificate shall be designated in ilie manner provided above and shall set forth: (a) the nan1e of the limited partnership, and if such name has been changed, ilie name under which it was originally filed; (b) the date of filing of the original certificate of limited partnership; (c) all information required to be set forth in the original certificate of limited partnership in ilie order provided in 950 CMR I 08.11, except that any change pertaining to ilie resident agent or office of ilie resident agent shall be made as provided in 950 CMR 108.13; and ( d) a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to iliat effect; (3) The fee for filing ilie restated certificate shall be $ 100. 00. ( 4) Upon filing or upon ilie future effective date, the restated certificate shall supersede ilie initial certificate oflimited partnership as theretofore amended or supplemented, and shall be the certificate of limited partnership.