N.Y. Partnership Law § 121-208: Restated certificate of limited partnership

§ 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 section

121-204 of this article.

(c) The restated certificate shall be filed with the department of

state in accordance with 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.