950 CMR 108.16 - Restated Certificate

(1) A limited partnership may at any time integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative and may at the same time amend its certificate of limited partnership. If the restated certificate merely restates and integrates the existing provisions of the certificate of organization it shall be designated as a "restated certificate of organization". If in addition, the restatement amends some or all of the information as provided in 950 CMR 108.15, it shall be designated as an "amended and restated certificate of organization".

(2) The certificate of organization for a limited partnership may be restated by filing a restated certificate with the Division. The restated certificate shall be designated in the manner provided above and shall set forth:

(a) the name of the limited partnership, and if such name has been changed, the name under which it was originally filed;

(b) the date of filing of the original certificate of limited partnership;

(c) all information required to be set forth in the original certificate of limited partnership in the order provided in 950 CMR 108.11, except that any change pertaining to the resident agent or office of the resident agent shall be made as provided in 950 CMR 108.13; and

(d) a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to that effect;

(3) The fee for filing the restated certificate shall be $ 100.00.

(4) Upon filing or upon the future effective date, the restated certificate shall supersede the initial certificate of limited partnership as theretofore amended or supplemented, and shall be the certificate of limited partnership.

Notes

950 CMR 108.16