N.Y.
Partnership Law Section 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 § 121-204 (Execution of certificates)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 § 121-801 (Nonjudicial dissolution)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 her, a change in the email address to which the secretary of state shall email a notice of the fact that process against the limited partnership has been electronically served upon him or her, 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.
Source:
Section 121-202 — Amendment of the certificate of limited partnership, https://www.nysenate.gov/legislation/laws/PTR/121-202 (updated Jan. 6, 2023; accessed Oct. 26, 2024).
