29-313

29-313. Filing in office of secretary of state;
acceptance

A. Two signed copies of the certificate of limited partnership and of any restated
certificate of limited partnership or any certificates of amendment or cancellation or of
any judicial decree of amendment or cancellation shall be delivered to the secretary of
state. A person who executes a certificate as an agent or fiduciary need not exhibit
evidence of his authority as a prerequisite to filing. Unless the secretary of state
finds that any certificate does not conform to the filing provisions of this chapter,
upon receipt of all filing fees required by law, he shall:

1. Endorse on each duplicate original the word "filed" and the day, month and year
of the filing thereof;

2. File one duplicate original or a copy of the original in his office; and

3. Return the other duplicate original to the person who filed it or his
representative.

B. Upon the filing of a certificate of amendment or judicial decree of amendment or
restated certificate of limited partnership containing an amendment in the office of the
secretary of state, the certificate of limited partnership shall be amended as set forth
therein, and upon the effective date of a certificate of cancellation or a judicial
decree thereof, the certificate of limited partnership is cancelled.

C. If the secretary of state is unable to complete the determination required by
subsection A on the day a certificate is delivered for filing, the certificate shall be
deemed to have been filed on the day of delivery if the secretary of state subsequently
determines that:

1. The certificate as delivered conforms to the filing provision of this chapter;
or

2. Within twenty days after notification of nonconformance is given by the
secretary of state, the certificate is brought into conformance.

D. If a certificate required to be filed pursuant to this chapter is incorporated
within a limited partnership agreement or a restated or amended limited partnership
agreement, and not set forth separately, a written statement shall also be delivered
specifying where the applicable information required for the filing of the certificate is
located in the document.

E. Any document that is required to be filed pursuant to this chapter may be filed
in an electronic format that is approved by the secretary of state.

F. Any document that is filed in accordance with this section is deemed to comply
with:

1. The filing requirements of this chapter.

2. The requirement that a filing be verified or be submitted with a written
signature.

3. Any requirement that the filing be filed under the penalty of perjury.

G. The secretary of state may adopt rules requiring that any person that submits a
document for filing pursuant to this section also submit a written or printed copy of the
document as a prerequisite to the document being deemed filed.

H. Except as provided in this section, all civil and criminal statutes applicable
to the filing of paper documents apply to all documents filed pursuant to this section.