How to File a Certificate Amendment for a Limited Partnership in Georgia

by Rachel Moran

Georgia issues limited partnerships a business certificate that recognizes basic facts about the business. You can use this certificate for operations like setting up bank accounts, insurance or leases. It also provides important agreements about who contributes what and how each partner controls his interest in the business. If these elements change, Georgia has a simple procedure for you to file a certificate amendment.

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Step 1

Note the original certificate number and which section you want to change. Sections are usually lettered, starting with A. Elements of the certificate might include the business name, type or location; the members' names; and the rights of partners based on specific financial contributions.

Step 2

Write the amendment to reflect the full extent of the change. Include the name and address of the business at the top, like you would for other business correspondence. If the address is changing, use the new one. Include the original certificate number and the date. The amendment just needs to conform to the original certificate. You might write something like, "Section J of the original certificate prohibited partners from admitting additional partners. This amendment allows general partner James Jefferson to admit additional partners until June 1, 2014."

Step 3

Obtain signatures from all partners. This is perfectly straightforward unless the amendment involves new or substitute partners. If the amendment adds a partner or substitutes a new partner to take the duties of another, the new partners must also sign. If an amendment creates a substitute, the partner who assigns the substitute must sign, too.

Step 4

File the amendment and pay the filing fee to the clerk of the Superior Court for the county where you filed the original certificate.