New York Laws
Article 8-A - Revised Limited Partnership Act
121-1202 - Adoption by Previously Formed Limited Partnerships.

(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.

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