Adding or Removing Members to a Limited Partnership on basis of Factual Scenario

Case Facts:

Client named Mr. Varun Dhaiya, a businessperson has a Limited Partnership, by the name Ensure Success L.P. with Mr. Madan Lal & Mr. Dhongra in Wyoming, USA. They have a Certificate of Limited Partnership, where Article 3 states that Mr. Varun Dhaiya and Mr. Dhongra as General Partners. Due to some reason, Mr. Madan Lal had to withdraw from the Limited Partnership and they have following queries to be resolved.

Relevant legal provisions, dealing with amendment of a certificate of the limited partnership in Wyoming:

Statute Ref:

Statute - Wyoming Statutes

Title – 17 (Corporation, Partnership and Association)

Chapter – 14 (Limited Partnerships)

Article – 3 – Formation, Certificate of Limited Partnership

Section – 302 (Amendment of Certificate)

Clause – (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 shall set state:

?????? The name of the?Limited Partnership;

?????? The date of filing the certificate; and

?????? The amendment to the certificate.

Time period within which the amendment to the certificate of limited partnership has to be filed?

Within thirty (30) days after the occurrence of any of the following events and except as provided by Clause (f), an amendment to a certificate of?Limited Partnership reflecting the occurrence of the event shall be filed:

?????? The admission of a new general partner;

?????? The withdrawal of a general partner;

?????? The election of all the partners to become a?Limited Liability Limited Partnership.

According to Clause (f), An amendment to a certificate of?Limited Partnership?reflecting the occurrence of any event specified by Clause (b) comprising of ten (10) partners or less, who are natural persons, may be filed annually instead of within the thirty (30) day period. The amendment certificate shall reflect all events specified by Clause (b) of this section, which occurred during the calendar year and shall be filed with the office of the Secretary of State no later than 31st January of the following year.

Clause (b) includes:

?????? The admission of a new general partner;

?????? The withdrawal of a general partner;

?????? The election of all the partners to become a?Limited Liability Limited Partnership.

?Associated fee for filing a certificate of amendment of a Limited Partnership?

USD 60/-

Filling up of the relevant form with relevant details:

https://sos.wyo.gov/Forms/Business/LP/LP-Amendment.pdf

Name of the Limited Partnership: - Ensure Sucess L.P.

Date of filing the certificate of Limited Partnership: - NA

Amendment (s) to the certificate of Limited Partnership: - Cessation through Resignation of Madan Lal. After this Cessation Partnership becomes a General Partnership.