§ 23-16-3-11 — Integration and restatement of certificate

(a) Whenever it so desires, a limited
partnership may integrate into a single instrument all of the provisions
of its certificate of limited partnership that are in effect and operative
as a result of the previous filing with the secretary of state of one (1) or
more certificates or other instruments under this article by filing a
restated certificate of limited partnership specifically designated as a
"Restated Certificate of Partnership", and stating in its heading or in a
separate paragraph that there is no discrepancy between the provisions
of the original certificate of limited partnership with its amendments
and the restated certificate. If the restated certificate restates and
integrates and also further amends in any respect the certificate of
limited partnership, as previously amended or supplemented, it must
bear a heading with the words "Amended and Restated Certificate of
Limited Partnership" together with such other words as the partnership
considers appropriate, it must be executed by at least one (1) general
partner and by each other general partner designated in the amended
and restated certificate of limited partnership as a new general partner,
and it must be filed under section 7 of this chapter in the office of the
secretary of state.
(b) A restated or amended and restated certificate of limited
partnership must state, either in its heading or in an introductory
paragraph, the limited partnership's present name (and, if it has been
changed, the name under which the limited partnership was originally
filed), the date of filing of the original certificate of limited partnership
with the secretary of state, and the effective date or time (which must
be a date or time certain) of the restated or amended and restated
certificate, if it is not to be effective upon the filing of the restated or
amended and restated certificate. A restated or amended and restated
certificate must also state that it was duly executed and is being filed
in accordance with this section.
(c) Upon the filing of the restated certificate of limited partnership
with the secretary of state, or upon the effective date or time provided
for in the restated certificate of limited partnership, the initial
certificate of limited partnership, as previously amended or
supplemented, is superseded. After that filing, the restated certificate
of limited partnership, including any further amendment or changes
made by the restated certificate, is the certificate of limited partnership,
but the original effective date of formation of the limited partnership
remains unchanged.
(d) Any amendment or change effected in connection with the
restatement and integration of the certificate of limited partnership
under this section is subject to any other provision of this article that is
not inconsistent with this section and that would apply if a separate
certificate of amendment were filed to effect the amendment or change.

Legislative History

As added by P.L.147-1988, SEC.1.