56-1a160. Restated or amended and restated certificate of limited partnership.
56-1a160
56-1a160. Restated or amended and restated certificate of limited partnership.(a) A limited partnership may, whenever desired, integrate intoa single instrument all of the provisions of its certificate of limitedpartnership which are then in effect and operative as a result of therehaving previously been filed with the secretary of state one or more certificatesor other instruments pursuant to this act, and it may at the same time alsofurther amend its certificate of limited partnership by adopting a restatedcertificate of limited partnership.
(b) If the restated certificate of limited partnership merely restatesand integrates but does not further amend the initial certificate of limitedpartnership, as previously amended or supplemented by any certificate orinstrument that was executed and filed pursuant to this act,it shall be specifically designated in its heading as a "restatedcertificate of limited partnership" together with such other words as thepartnership may deem appropriate andshall beexecuted and filed by a general partner in the office of the secretary ofstate. If the restated certificate restates and integrates and also furtheramends in any respect the certificate of limited partnership, as previouslyamended or supplemented, itshall be specifically designated in its heading as an "amended andrestated certificate of limited partnership" together with such other wordsas the partnership may deem appropriate andshall be executed and filed in the office ofthe secretary of state by at least one general partner and by each otherpartner designated in the restated certificate of limited partnership asa new general partner.
(c) A restated certificate of limited partnership shall be specificallydesignated as such in its heading. It shall state, either in its headingor in an introductory paragraph, the limited partnership's present name;if it has been changed, the name under which it was originally filed; andthe date of filing of its original certificate of limited partnership withthe secretary of state. A restated certificate shall also state that itwas duly executed and filed in accordance with the provisions of this section.If it was executed by a general partner alone because it only restates andintegrates and does not further amend the provisions of the limited partnership'scertificate of limited partnership as previously amended or supplementedand there is no discrepancy between those provisions and the provisionsof the restated certificate, it shall state that fact as well.
(d) Upon the filing of the restated certificate of limited partnershipwith the secretary of state, the initial certificate of limited partnership,as previously amended or supplemented, shall be superseded. Thereafter therestated certificate of limited partnership, including any further amendmentor changes made by the restated certificate, shall be the certificate oflimited partnership of the limited partnership, but the original effectivedate of formation shall remain unchanged.
(e) Any amendment or change made in connection with the restatement andintegration of the certificate of limited partnership shall be subject toany other provision of this act, not inconsistent with this section, whichwould apply if a separate certificate of amendment were filed to make theamendment or change.
History: L. 1983, ch. 88, § 17;L. 1988, ch. 195, § 6; July 1.