§ 121-202 — Amendment of the certificate of limited partnership

New York § 121-202

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

Text

§ 121-202. Amendment of the certificate of limited partnership. (a) A\ncertificate of limited partnership is amended by filing with the\ndepartment of state a certificate of amendment thereto entitled\n"Certificate of amendment of the certificate of limited partnership\nof... (name of limited partnership) under section 121-202 of the Revised\nLimited Partnership Act," and executed in accordance with section\n121-204 of this article. The certificate of amendment shall set forth:\n (1) The name of the limited partnership and, if it has been changed,\nthe name under which it was formed;\n (2) The date of filing its certificate of limited partnership;\n (3) Each amendment effected thereby, setting forth the subject matter\nof each provision of the certificate of limited partnership which is to\nbe amended or eliminated and the full text of the provision or\nprovisions, if any, which are to be substituted or added; and\n (4) If the amendment reflects the admission or withdrawal of one or\nmore general partners, the name and business or residence street address\nof such general partner or partners and the date or dates of admission\nor withdrawal.\n (b) No later than ninety days after the happening of any of the\nfollowing events, an amendment to a certificate of limited partnership\nreflecting the occurrence of the event or events shall be filed by a\ngeneral partner:\n (1) the admission of a general partner;\n (2) the withdrawal of a general partner;\n (3) the continuation of the partnership under section 121-801 of this\narticle after an event of withdrawal of a general partner; or\n (4) a change in the name of the limited partnership, or a change in\nthe post office address to which the secretary of state shall mail a\ncopy of any process against the limited partnership served on him or\nher, a change in the email address to which the secretary of state shall\nemail a notice of the fact that process against the limited partnership\nhas been electronically served upon him or her, or a change in the name\nor address of the registered agent, if such change is made other than\npursuant to section 121-104 or 121-105 of this article.\n (c) A general partner who becomes aware that any statement in a\ncertificate of limited partnership was false in any material respect\nwhen made or that a matter described has changed, making the certificate\ninaccurate in any material respect, shall amend the certificate within\nninety days of becoming aware of such fact.\n (d) A certificate of limited partnership may be amended at any time\nfor any other proper purpose which the general partners may determine.\n (e) Unless otherwise provided in this article, a certificate of\namendment shall be effective at the time of its filing with the\ndepartment of state.\n