New York Laws
Article 8-A - Revised Limited Partnership Act
121-202 - Amendment of the Certificate of Limited Partnership.

(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.

Structure New York Laws

New York Laws

PTR - Partnership

Article 8-A - Revised Limited Partnership Act

121-101 - Definitions.

121-102 - Partnership Name.

121-103 - Reservation of Partnership Name.

121-104 - Statutory Designation of Secretary of State as Agent for Service of Process.

121-104-A - Resignation for Receipt of Process.

121-105 - Registered Agent.

121-106 - Records.

121-107 - Nature of Business.

121-108 - Business Transactions of Partner With the Partnership.

121-109 - Service of Process on Limited Partnerships.

121-109-A - Electronic Service of Process.

121-110 - The Partnership Agreement.

121-201 - Certificate of Limited Partnership.

121-202 - Amendment of the Certificate of Limited Partnership.

121-202-A - Certificate of Change.

121-203 - Cancellation of Certificate.

121-204 - Execution of Certificates.

121-205 - Execution, Amendment or Cancellation by Judicial Act.

121-206 - Filing With the Department of State.

121-207 - Liability for False Statement in Certificate.

121-208 - Restated Certificate of Limited Partnership.

121-301 - Admission of Limited Partners.

121-302 - Classes and Voting by Limited Partners.

121-303 - Liability to Third Parties.

121-304 - Person Erroneously Believing Himself a Limited Partner.

121-401 - Admission of Additional General Partners.

121-402 - Events of Withdrawal of a General Partner.

121-403 - General Powers and Liabilities.

121-404 - Contributions by a General Partner.

121-405 - Classes and Voting by General Partners.

121-501 - Form of Contribution.

121-502 - Liability for Contributions.

121-503 - Sharing of Profits and Losses.

121-504 - Sharing of Distributions.

121-601 - Interim Distributions.

121-602 - Withdrawal of a General Partner.

121-603 - Withdrawal of a Limited Partner.

121-604 - Right to Distribution Upon Withdrawal.

121-605 - Distribution in Kind.

121-606 - Right to Distribution.

121-607 - Limitations on Distribution.

121-701 - Nature of Partnership Interest.

121-702 - Assignment of Partnership Interest.

121-703 - Rights of Creditor.

121-704 - Right of Assignee to Become Limited Partner.

121-705 - Liability Upon Assignment.

121-706 - Power of Estate of Deceased or Incompetent Partner.

121-801 - Nonjudicial Dissolution.

121-802 - Judicial Dissolution.

121-803 - Winding Up.

121-804 - Distribution of Assets.

121-901 - Law Governing.

121-902 - Application for Authority, Contents.

121-903 - Certificate of Amendment.

121-903-A - Certificate of Change.

121-904 - Application for Authority; Effect.

121-905 - Surrender of Certificate of Authority.

121-906 - Termination of Existence.

121-907 - Doing Business Without Certificate of Authority.

121-908 - Violations.

121-1001 - Parties to Actions.

121-1002 - Limited Partners' Derivative Action.

121-1003 - Security for Expenses.

121-1004 - Indemnification of General Partner.

121-1101 - Merger and Consolidation of Limited Partnerships.

121-1102 - Procedure for Merger or Consolidation.

121-1103 - Certificate of Merger or Consolidation; Contents.

121-1104 - Effect of Merger or Consolidation.

121-1105 - Payment for Interest of Dissenting Limited Partners.

121-1106 - Mergers and Consolidations Involving Other Business Entities.

121-1201 - Existing Limited Partnership.

121-1202 - Adoption by Previously Formed Limited Partnerships.

121-1300 - Fees.