N.Y.
Partnership Law Section 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 § 121-204 (Execution of certificates)section 121-204 of this article.(c)
The restated certificate shall be filed with the department of state in accordance with § 121-206 (Filing with the department of state)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.
Source:
Section 121-208 — Restated certificate of limited partnership, https://www.nysenate.gov/legislation/laws/PTR/121-208 (updated Sep. 22, 2014; accessed Apr. 20, 2024).
