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

§ 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 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 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.