§ 121-1202 — Adoption by previously formed limited partnerships

New York § 121-1202

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-1202. Adoption by previously formed limited partnerships. (a) A\nlimited partnership formed under the laws of this state prior to the\neffective date of this article may adopt and thereafter be governed by\nthis article by filing with the department of state a certificate of\nlimited partnership conforming to the requirements of section 121-201 of\nthis article. Such certificate (i) shall be entitled "Certificate of\nadoption of Revised Limited Partnership Act of...(name of limited\npartnership) under Section 121-1202 of the Revised Limited Partnership\nAct", and (ii) shall state the date and the county in which its original\ncertificate of limited partnership was filed, as well as the name of the\nlimited partnership as provided in such original certificate, if\ndifferent. Simultaneously, such limited partnership shall file a notice\nwith the county clerk of the county in which its prior certificate was\nfiled stating that it has filed a certificate under this article in the\ndepartment of state.\n (b) On and after the effective date of this article, any limited\npartnership formed under the laws of the state prior to the effective\ndate of this article which does not elect to be governed by this article\nwhich would be required under article eight to amend its certificate of\nlimited partnership or wishes to amend its certificate of limited\npartnership shall file such amendment with the department of state,\ntogether with a certificate of adoption as described in subdivision (a)\nof this section. Such amendment shall (i) contain a caption that such\namendment is filed pursuant to this subdivision and (ii) shall state (A)\nthe date on which and the county in which its original certificate of\nlimited partnership was filed as well as the name of the limited\npartnership as provided in such original certificate, if different; and\n(B) if the principal place of business stated in such original\ncertificate of limited partnership has been changed to another county\nand an amendment thereto filed with the county clerk of the county in\nwhich such principal place of business was changed, the date on and the\ncounty in which such amendment was filed. Simultaneously, such limited\npartnership shall file a notice with the county clerk of the county in\nwhich its prior certificate was filed stating that it has filed an\namendment to its certificate under this section. Following the filing of\nan initial notice to such clerks of the county no further notice of any\nadditional amendments need be filed with such clerks of the county.\n (c) Notwithstanding the provisions of section 121-102 of this article,\nany limited partnership not electing to be governed by this article may\ncontinue to use the name under which it has heretofore done business in\nthis state. A limited partnership electing not to be governed by this\narticle upon filing the amendments provided for in subdivision (b) of\nthis section shall thereafter be governed by this article and not by the\nlaw previously applicable to it.\n (d) Unless otherwise provided in the partnership agreement of the\nlimited partnership organized prior to the effective date of this\narticle, the general partners of such limited partnership shall have the\npower and authority to elect whether at any time such limited\npartnership shall be governed by this article.\n