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This entry was published on 2023-01-06
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SECTION 121-903-A
Certificate of change
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 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:

(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.