N.Y. Partnership Law 121-903-A – Certificate of change
§ 121-903-A. Certificate of change. (a) A foreign limited partnership may change its application for authority by filing with the department of state a certificate of change entitled "Certificate of Change of …….. (name of limited partnership) under Section 121-903-A of the Revised Limited Partnership Act" and shall be signed and delivered to the department of state. A certificate of change may (i) change the location of the limited partnership's office; (ii) change the post office address to which the secretary of state shall mail a copy of process against the limited partnership served upon him; (iii) specify, change or delete 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; and (iv) make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent. It shall set forth:
Terms Used In N.Y. Partnership Law 121-903-A
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign limited partnership: means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners. 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.
- Person: means a natural person, partnership, limited partnership (domestic or foreign), limited liability company (domestic or foreign), trust, estate, custodian, nominee, association, corporation or any other individual or entity in its own or any representative capacity. See N.Y. Partnership Law 121-101
- 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 foreign limited partnership and, if applicable, the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article;
(2) the date its application for authority was filed by the department of state; and
(3) each change effected thereby.
(b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a foreign limited partnership served upon him or her, and/or the email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon the secretary of state, and/or the address of the registered agent, provided such address being changed is the address of a person, partnership or corporation whose address, as agent, is the address to be changed, and/or the email address being changed is the email address of a person, partnership or other corporation whose email address, as agent, is the email address to be changed, or who has been designated as registered agent for such foreign limited partnership shall be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subdivision (a) of this section; that a notice of the proposed change was mailed to the foreign limited partnership by the party signing the certificate not less than thirty days prior to the date of delivery to the department of state and that such foreign limited partnership has not objected thereto; and that the party signing the certificate is the agent of such foreign limited partnership to whose address the secretary of state is required to mail copies of process, the email address of the party to whose email address the secretary of state is required to mail a notice of the fact that process against it has been electronically served upon the secretary of state and/or the registered agent, if such be the case. A certificate signed and delivered under this subdivision shall not be deemed to effect a change of location of the office of the limited partnership in whose behalf such certificate is filed.