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2022 New York Laws
PTR - Partnership
Article 8-A - Revised Limited Partnership Act
121-208 - Restated Certificate of Limited Partnership.

Universal Citation: NY Pship L § 121-208 (2022)
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§  121-208. Restated certificate of limited partnership. (a) A limited
partnership may  restate  in  a  single  certificate  the  text  of  its
certificate   of  limited  partnership,  without  making  any  amendment
thereby. Alternatively, a limited partnership may restate  in  a  single
certificate  the  text  of its certificate of limited partnership and as
amended thereby to effect any one or more of the  amendments  authorized
by this article.
  (b) If the restated certificate of limited partnership merely restates
and  integrates  but  does not amend or further amend the certificate of
limited partnership, it shall be executed by a general partner.  If  the
restated  certificate  also  amends or further amends the certificate of
limited partnership, it shall be executed  in  accordance  with  section
121-204 of this article.
  (c)  The  restated  certificate  shall be filed with the department of
state in accordance with section 121-206 of this article and  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 of its certificate of limited partnership;
  (3) if the restated certificate restates the text of  the  certificate
of  limited  partnership without making any amendments, then a statement
that the text of the  certificate  of  limited  partnership  is  thereby
restated without amendment to read as therein set forth in full; or
  (4)  if  the restated certificate restates the text of the certificate
of limited partnership, and is amended thereby, then  a  statement  that
the  certificate of limited partnership is amended to effect one or more
of the amendments authorized  by  this  article,  specifying  each  such
amendment and that the text of the certificate of limited partnership is
thereby restated as amended to read as therein set forth in full.
  (d)  Any amendments effected in connection with the restatement of the
certificate of  limited  partnership  shall  be  subject  to  any  other
provision of this article which would apply if a separate certificate of
amendment were filed to effect such amendment.
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