67-248.01. Restated certificate.

(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect as a result of there having been filed with the Secretary of State one or more certificates or other instruments pursuant to sections 67-236 and 67-240 to 67-248, and it may at the same time further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership as amended or supplemented pursuant to sections 67-236 and 67-240 to 67-248, it shall be specifically designated in its heading as a Restated Certificate of Limited Partnership together with such other words as the partnership may deem appropriate and shall be executed as provided in section 67-241 and filed with the Secretary of State as provided in section 67-245. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership as amended or supplemented, it shall be specifically designated in its heading as an Amended and Restated Certificate of Limited Partnership together with such other words as the partnership may deem appropriate and shall be executed by at least one general partner and by each other general partner designated in the amended and restated certificate of limited partnership as a new general partner and filed as provided in section 67-245.

(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, the name under which it was originally filed if it has been changed, the date of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date, which shall be a date certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If it only restates and integrates and does not further amend the certificate of limited partnership as amended or supplemented and if there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State or upon the future effective date of a restated certificate of limited partnership as provided for in the certificate, the initial certificate of limited partnership as amended or supplemented shall be superseded. The restated certificate of limited partnership, including any further amendments or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of the Nebraska Uniform Limited Partnership Act which would apply if a separate certificate of amendment were filed to effect such amendment or change.

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