STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
148 W. River Street
Providence, Rhode Island 02904-2615
INSTRUCTIONS FOR FILING
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF LIMITED PARTNERSHIP
Section 7-13-9 of the General Laws of Rhode Island, 1956, as amended
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory
provision. This form and the information provided are not substitutes for the advice and services of an attorney
and/or tax specialist.
1. In order to amend a certificate of limited partnership, a Certificate of Amendment to Certificate of Limited Partnership
(Form No. 301) must be filed with the Office of the Secretary of State, Corporations Division, at the above address.
When the Certificate of Amendment is properly completed, signed and submitted with the correct filing fee, the
Secretary of State shall file the certificate.
2. The filing fee for the Certificate of Amendment is $50.00, and payment should be made payable to the Rhode Island
Secretary of State.
3. Within thirty (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 or events shall be filed:
a) the admission of a new general partner;
b) the withdrawal of a general partner; or
c) the continuation of the business under Section 7-13-44 after an event of withdrawal of a general partner.
4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners
determine, including when a general partner 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 material respect.
5. Upon filing the Certificate of Amendment, the limited partnership must be current with the maintenance of its
registered agent and its registered office.
6. The Certificate of Amendment must be signed by at least one general partner and by each other general partner
designated in the certificate as a new general partner.
If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30