N.Y. Partnership Law § 121-202: Amendment of the certificate of limited partnership

§ 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 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 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.