DSCB:15-8622/8822–Instructions
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
Website: www.dos.pa.gov/corps
General Information
Typewritten is preferred. If handwritten, the form must be
legible and completed in black or blue-black ink in order to
permit reproduction. The nonrefundable filing fee for this
form is $70.
Checks should be made payable to the Department of State.
Checks must contain a commercially pre-printed name and
address.
This form and all accompanying documents, including any
necessary governmental approvals, shall be mailed to the
address stated above.
Who should file this form?
A certificate of limited partnership may be amended or
restated at any time.
A limited partnership shall promptly deliver to the Department
of State for filing an amendment to its certificate of limited
partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner;
(3) the appointment of a person to wind up the
partnership’s activities and affairs under section 8682(c) or
(d) (relating to winding up and filing of certificates).
If a general partner knows that any information in a filed
certificate of limited partnership is inaccurate, the general
partner shall promptly cause the certificate to be amended.
Form DSCB: 15-1507/5507/8625/8825 (Statement or
Certificate of Change of Registered Office) may be used if the
only change in the certificate is a change of registered office.
A certificate of organization may be amended or restated at
any time. If a member of a member-managed limited liability
company, or a manager of a manager-managed limited
liability company, knows that any information in a filed
certificate of organization is inaccurate, the member or
manager shall promptly cause the certificate to be amended.
Form DSCB: 15-1507/5507/8625/8825 (Statement or
Certificate of Change of Registered Office) may be used if the
only change in the certificate is a change of registered office.
Applicable Law
For amendment and restatement requirements for limited
partnerships, see 15 Pa.C.S. § 8622. For amendment and
restatement requirements for limited liability companies, see
15 Pa.C.S. § 8822. Statutes are available on the Pennsylvania
General Assembly website, www.legis.state.pa.us
, by
following the link for Statutes.
Form Instructions
Enter the name and mailing address to which any
correspondence regarding this filing should be sent.
This field must be completed for the Bureau to return the
filing. If the filing is to be returned by email, an email address
must be provided. An email will be sent to address provided,
containing a link and instructions on how a copy of the filed
document or correspondence may be downloaded. Any email
or mailing addresses provided on this form will become part
of the filed document and therefore public record.
1. Give the exact name of the limited partnership/limited
liability company. The name on this line must match exactly
the association name as shown in Department’s records at the
time the Certificate of Amendment is submitted for filing.
This field is required.
2. Give the date of filing of the original Certificate of Limited
Partnership/Certificate of Organization (month, day and
year). This field is required.
3. Current address. The address provided must be the limited
partnership/limited liability company’s registered office
address (a) or Commercial Registered Office Provider (b) as
on file with the Department of State at the time the Certificate
of Amendment is submitted for filing. This field is required.
4. Set forth the amendment in full or attach as an exhibit.
This field is required.
5. Any date specified as the effective date of the Certificate of
Amendment must be a future effective date (after the date and
time of its delivery to the Department). A specified effective
date may not be retroactive (prior to the date and time of the
Certificate’s delivery to the Department). If a delayed
effective date is specified, but no time is given, then the time
used will be 12:01 a.m. on the date specified.
If neither option for effective date is checked, it will be
presumed that no specified delayed effective date is intended
and the document will be effective upon filing. This field is
required.
6. To restate its certificate of limited partnership, a limited
partnership must deliver to the Department for filing a
certificate of amendment that is designated as a restatement
and includes a statement that the restated certificate
supersedes the original certificate and all previous
amendments. Similarly, to restate its certificate of
organization, a limited liability company must deliver to the
Department for filing a certificate of amendment that is
designated as a restatement and includes a statement that the
restated certificate supersedes the original certificate and all
