2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 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.
(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.