2006 New York Code - Amendment Of The Certificate Of Limited Partnership.



 
    §  121-202. Amendment of the certificate of limited partnership. (a) A
  certificate of  limited  partnership  is  amended  by  filing  with  the
  department   of  state  a  certificate  of  amendment  thereto  entitled
  "Certificate of amendment of  the  certificate  of  limited  partnership
  of... (name of limited partnership) under section 121-202 of the Revised
  Limited  Partnership  Act,"  and  executed  in  accordance  with section
  121-204 of this article.  The certificate of amendment shall set forth:
    (1) The name of the limited partnership and, if it has  been  changed,
  the name under which it was formed;
    (2) The date of filing its certificate of limited partnership;
    (3)  Each amendment effected thereby, setting forth the subject matter
  of each provision of the certificate of limited partnership which is  to
  be  amended  or  eliminated  and  the  full  text  of  the  provision or
  provisions, if any, which are to be substituted or added; and
    (4) If the amendment reflects the admission or withdrawal  of  one  or
  more general partners, the name and business or residence street address
  of  such  general partner or partners and the date or dates of admission
  or withdrawal.
    (b) No later than ninety days  after  the  happening  of  any  of  the
  following  events,  an amendment to a certificate of limited partnership
  reflecting the occurrence of the event or events shall  be  filed  by  a
  general partner:
    (1) the admission of a general partner;
    (2) the withdrawal of a general partner;
    (3)  the continuation of the partnership under section 121-801 of this
  article after an event of withdrawal of a general partner; or
    (4) a change in the name of the limited partnership, or  a  change  in
  the  post  office  address  to which the secretary of state shall mail a
  copy of any process against the limited partnership served on him, or  a
  change in the name or address of the registered agent, if such change is
  made other than pursuant to section 121-104 or 121-105 of this article.
    (c)  A  general  partner  who  becomes  aware  that any statement in a
  certificate of limited partnership was false  in  any  material  respect
  when made or that a matter described has changed, making the certificate
  inaccurate  in  any material respect, shall amend the certificate within
  ninety days of becoming aware of such fact.
    (d) A certificate of limited partnership may be amended  at  any  time
  for any other proper purpose which the general partners may determine.
    (e)  Unless  otherwise  provided  in  this  article,  a certificate of
  amendment shall be  effective  at  the  time  of  its  filing  with  the
  department of state.

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