ARTICLE2.  FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP;

OTHERFILINGS; FEES

 

§425E-201  Certificate of limited partnership.  (a) [Subsection effective until June 30, 2010.  For subsection effective July 1,2010, see below.]  To form a limited partnership, a certificate of limitedpartnership shall be executed and delivered to the office of the director forfiling.  The certificate shall set forth:

(1)  The name of the limited partnership;

(2)  The mailing address of the limited partnership'sinitial principal office, the street address of the limited partnership'sinitial registered office in this State, and the name of its initial registeredagent at its initial registered office;

(3)  The name and the address of each general partner;

(4)  Whether the limited partnership is a limitedliability limited partnership;

(5)  Any additional information required by article11; and

(6)  Any other matter the general partners determineto include therein.

(a)  [Subsection effective July 1, 2010.  Forsubsection effective until June 30, 2010, see above.]  To form a limitedpartnership, a certificate of limited partnership shall be executed anddelivered to the office of the director for filing.  The certificate shall setforth:

(1)  The name of the limited partnership;

(2)  The mailing address of the limited partnership'sinitial principal office and the information required by section 425R-4(a);

(3)  The name and the address of each general partner;

(4)  Whether the limited partnership is a limitedliability limited partnership;

(5)  Any additional information required by article11; and

(6)  Any other matter the general partners determineto include therein.

(b)  A certificate of limited partnership mayalso contain any other matters but may not vary or otherwise affect theprovisions specified in section 425E-110(b) in a manner inconsistent with thatsection.

(c)  A limited partnership is formed at thetime of the filing of the certificate of limited partnership in the office ofthe director if there has been substantial compliance with the requirements ofthis section.

(d)  Subject to subsection (b), if anyprovision of a partnership agreement is inconsistent with the filed certificateof limited partnership or with a filed statement of dissociation, termination,or change or filed articles of conversion or merger:

(1)  The partnership agreement prevails as to partnersand transferees; and

(2)  The filed certificate of limited partnership,statement of dissociation, termination, or change or articles of conversion ormerger prevail as to persons, other than partners and transferees, thatreasonably rely on the filed record to their detriment. [L 2003, c 210, pt of§1; am L 2006, c 184, §21; am L 2009, c 55, §43]