New York § 121-208 Restated certificate of limited partnership

New York Statutes

§ 121-208 — Restated certificate of limited partnership

New York § 121-208

Law PTRPartnership

Art. 8-ARevised Limited Partnership Act

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Bluebook

N.Y. Partnership § 121-208 (2026).

Text

§ 121-208. Restated certificate of limited partnership.

(a)A limited\npartnership may restate in a single certificate the text of its\ncertificate of limited partnership, without making any amendment\nthereby. Alternatively, a limited partnership may restate in a single\ncertificate the text of its certificate of limited partnership and as\namended thereby to effect any one or more of the amendments authorized\nby this article.\n (b) If the restated certificate of limited partnership merely restates\nand integrates but does not amend or further amend the certificate of\nlimited partnership, it shall be executed by a general partner. If the\nrestated certificate also amends or further amends the certificate of\nlimited partnership, it shall be executed in accordance with section\n121-20

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§ 121-208. Restated certificate of limited partnership. (a) A limited\npartnership may restate in a single certificate the text of its\ncertificate of limited partnership, without making any amendment\nthereby. Alternatively, a limited partnership may restate in a single\ncertificate the text of its certificate of limited partnership and as\namended thereby to effect any one or more of the amendments authorized\nby this article.\n (b) If the restated certificate of limited partnership merely restates\nand integrates but does not amend or further amend the certificate of\nlimited partnership, it shall be executed by a general partner. If the\nrestated certificate also amends or further amends the certificate of\nlimited partnership, it shall be executed in accordance with section\n121-204 of this article.\n (c) The restated certificate shall be filed with the department of\nstate in accordance with section 121-206 of this article and shall set\nforth:\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 of its certificate of limited partnership;\n (3) if the restated certificate restates the text of the certificate\nof limited partnership without making any amendments, then a statement\nthat the text of the certificate of limited partnership is thereby\nrestated without amendment to read as therein set forth in full; or\n (4) if the restated certificate restates the text of the certificate\nof limited partnership, and is amended thereby, then a statement that\nthe certificate of limited partnership is amended to effect one or more\nof the amendments authorized by this article, specifying each such\namendment and that the text of the certificate of limited partnership is\nthereby restated as amended to read as therein set forth in full.\n (d) Any amendments effected in connection with the restatement of the\ncertificate of limited partnership shall be subject to any other\nprovision of this article which would apply if a separate certificate of\namendment were filed to effect such amendment.\n