N.Y. Partnership Law Section 121-1202
Adoption by previously formed limited partnerships


(a)

A limited partnership formed under the laws of this state prior to the effective date of this article may adopt and thereafter be governed by this article by filing with the department of state a certificate of limited partnership conforming to the requirements of § 121-201 (Certificate of limited partnership)section 121-201 of this article. Such certificate (i) shall be entitled “Certificate of adoption of Revised Limited Partnership Act of...(name of limited partnership) under Section 121-1202 of the Revised Limited Partnership Act”, and

(ii)

shall state the date and the county in which its original certificate of limited partnership was filed, as well as the name of the limited partnership as provided in such original certificate, if different. Simultaneously, such limited partnership shall file a notice with the county clerk of the county in which its prior certificate was filed stating that it has filed a certificate under this article in the department of state.

(b)

On and after the effective date of this article, any limited partnership formed under the laws of the state prior to the effective date of this article which does not elect to be governed by this article which would be required under article eight to amend its certificate of limited partnership or wishes to amend its certificate of limited partnership shall file such amendment with the department of state, together with a certificate of adoption as described in subdivision (a) of this section. Such amendment shall (i) contain a caption that such amendment is filed pursuant to this subdivision and (ii) shall state (A) the date on which and the county in which its original certificate of limited partnership was filed as well as the name of the limited partnership as provided in such original certificate, if different; and (B) if the principal place of business stated in such original certificate of limited partnership has been changed to another county and an amendment thereto filed with the county clerk of the county in which such principal place of business was changed, the date on and the county in which such amendment was filed. Simultaneously, such limited partnership shall file a notice with the county clerk of the county in which its prior certificate was filed stating that it has filed an amendment to its certificate under this section. Following the filing of an initial notice to such clerks of the county no further notice of any additional amendments need be filed with such clerks of the county.

(c)

Notwithstanding the provisions of § 121-102 (Partnership name)section 121-102 of this article, any limited partnership not electing to be governed by this article may continue to use the name under which it has heretofore done business in this state. A limited partnership electing not to be governed by this article upon filing the amendments provided for in subdivision (b) of this section shall thereafter be governed by this article and not by the law previously applicable to it.

(d)

Unless otherwise provided in the partnership agreement of the limited partnership organized prior to the effective date of this article, the general partners of such limited partnership shall have the power and authority to elect whether at any time such limited partnership shall be governed by this article.

Source: Section 121-1202 — Adoption by previously formed limited partnerships, https://www.­nysenate.­gov/legislation/laws/PTR/121-1202 (updated Sep. 22, 2014; accessed Jun. 15, 2024).

121‑101
Definitions
121‑102
Partnership name
121‑103
Reservation of partnership name
121‑104
Statutory designation of secretary of state as agent for service of process
121‑104‑A
Resignation for receipt of process
121‑105
Registered agent
121‑106
Records
121‑107
Nature of business
121‑108
Business transactions of partner with the partnership
121‑109
Service of process on limited partnerships
121‑109‑A
Electronic service of process
121‑110
The partnership agreement
121‑201
Certificate of limited partnership
121‑202
Amendment of the certificate of limited partnership
121‑202‑A
Certificate of change
121‑203
Cancellation of certificate
121‑204
Execution of certificates
121‑205
Execution, amendment or cancellation by judicial act
121‑206
Filing with the department of state
121‑207
Liability for false statement in certificate
121‑208
Restated certificate of limited partnership
121‑301
Admission of limited partners
121‑302
Classes and voting by limited partners
121‑303
Liability to third parties
121‑304
Person erroneously believing himself a limited partner
121‑401
Admission of additional general partners
121‑402
Events of withdrawal of a general partner
121‑403
General powers and liabilities
121‑404
Contributions by a general partner
121‑405
Classes and voting by general partners
121‑501
Form of contribution
121‑502
Liability for contributions
121‑503
Sharing of profits and losses
121‑504
Sharing of distributions
121‑601
Interim distributions
121‑602
Withdrawal of a general partner
121‑603
Withdrawal of a limited partner
121‑604
Right to distribution upon withdrawal
121‑605
Distribution in kind
121‑606
Right to distribution
121‑607
Limitations on distribution
121‑701
Nature of partnership interest
121‑702
Assignment of partnership interest
121‑703
Rights of creditor
121‑704
Right of assignee to become limited partner
121‑705
Liability upon assignment
121‑706
Power of estate of deceased or incompetent partner
121‑801
Nonjudicial dissolution
121‑802
Judicial dissolution
121‑803
Winding up
121‑804
Distribution of assets
121‑901
Law governing
121‑902
Application for authority, contents
121‑903
Certificate of amendment
121‑903‑A
Certificate of change
121‑904
Application for authority
121‑905
Surrender of certificate of authority
121‑906
Termination of existence
121‑907
Doing business without certificate of authority
121‑908
Violations
121‑1001
Parties to actions
121‑1002
Limited partners’ derivative action
121‑1003
Security for expenses
121‑1004
Indemnification of general partner
121‑1101
Merger and consolidation of limited partnerships
121‑1102
Procedure for merger or consolidation
121‑1103
Certificate of merger or consolidation
121‑1104
Effect of merger or consolidation
121‑1105
Payment for interest of dissenting limited partners
121‑1106
Mergers and consolidations involving other business entities
121‑1201
Existing limited partnership
121‑1202
Adoption by previously formed limited partnerships
121‑1300
Fees

Accessed:
Jun. 15, 2024

Last modified:
Sep. 22, 2014

§ 121-1202’s source at nysenate​.gov

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