Amendment or restatement of certificate of limited partnership.
Miss. Code Ann. § 79-14-202
in effectA certificate of limited partnership may be amended or restated at any time.
To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:
The name of the limited partnership; The date of filing of its initial certificate; and The amendment.
To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
The admission of a new general partner;
The dissociation of a person as a general partner; or
The appointment of a person to wind up the limited partnership’s activities and affairs under Section 79-14-802(c) or (d).
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
Cause the certificate to be amended; or
If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.
A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.
Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026