(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:

Terms Used In N.Y. Partnership Law 121-202

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Certificate of limited partnership: means the certificate referred to in section 121-201 of this article, and the certificate as amended. See N.Y. Partnership Law 121-101
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in section 121-402 of this article. See N.Y. Partnership Law 121-101
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and, if required by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized, is so named in the certificate of limited partnership or similar instrument. See N.Y. Partnership Law 121-101
  • Partner: means a limited or general partner. See N.Y. Partnership Law 121-101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Process: means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited partnership (domestic or foreign), for the purpose of acquiring jurisdiction of such limited partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state. See N.Y. Partnership Law 121-101
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See N.Y. Partnership Law 121-101
(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.