N.Y. Partnership Law 121-1202 – Adoption by previously formed limited partnerships
§ 121-1202. Adoption by previously formed limited partnerships. (a) A limited partnership formed under the laws of this state prior to the effective date of this article may adopt and thereafter be governed by this article by filing with the department of state a certificate of limited partnership conforming to the requirements of section 121-201 of this article. Such certificate (i) shall be entitled "Certificate of adoption of Revised Limited Partnership Act of…(name of limited partnership) under Section 121-1202 of the Revised Limited Partnership Act", and (ii) shall state the date 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. 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 a certificate under this article in the department of state.
Terms Used In N.Y. Partnership Law 121-1202
- 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
- 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.
- Partnership agreement: means any written agreement of the partners as to the affairs of a limited partnership and the conduct of its business. 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
(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.