N.Y. Partnership Law Section 113
Certificate cancelled or amended


(1)

The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such.

(2)

A certificate shall be amended when (a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner, (b) A person is substituted as a limited partner, (c) An additional limited partner is admitted, (d) A person is admitted as a general partner, (e) A general partner retires, dies or becomes mentally ill, and the business is continued under section one hundred and nine, (f) There is a change in the character of the business of the partnership, or a change in the location of the principal place of business, (g) There is a false or erroneous statement in the certificate, (h) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution, (i) A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or, (j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

Source: Section 113 — Certificate cancelled or amended, https://www.­nysenate.­gov/legislation/laws/PTR/113 (updated Sep. 22, 2014; accessed Dec. 21, 2024).

90
Limited partnership defined
91
Formation
92
Business which may be carried on
93
Character of limited partner’s contribution
94
Name not to contain surname of limited partner
95
Liability for false statements in certificate
96
Limited partner not liable to creditors
97
Admission of additional limited partners
98
Rights, powers and liabilities of a general partner
99
Rights of a limited partner
100
Status of person erroneously believing himself a limited partner
101
One person both general and limited partner
102
Loans and other business transactions with limited partner
103
Relation of limited partners inter se
104
Compensation of limited partner
105
Withdrawal or reduction of limited partner’s contribution
106
Liability of limited partner to partnership
107
Nature of interest in partnership
108
Assignment of interest
109
Effect of retirement, death or insanity of a general partner
110
Death of limited partner
111
Rights of creditors of limited partner
112
Distribution of assets
113
Certificate cancelled or amended
114
Requirements for amendment or cancellation
115
Parties to actions
115‑A
Limited partners’ derivative action brought in the right of a limited partnership to procure a judgment in its favor
115‑B
Security for expenses in limited partners’ derivative action brought in the right of the limited partnership to procure a judgment in its...
115‑C
Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor
116
Short title
117
Rules of construction
118
Rules for cases not covered
119
Existing limited partnerships

Accessed:
Dec. 21, 2024

Last modified:
Sep. 22, 2014

§ 113’s source at nysenate​.gov

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