ARTICLE
2.  FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP;



OTHER
FILINGS; 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 limited
partnership shall be executed and delivered to the office of the director for
filing.  The certificate shall set forth:



(1)  The name of the limited partnership;



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



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



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



(5)  Any additional information required by article
11; and



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



(a)  [Subsection effective July 1, 2010.  For
subsection effective until June 30, 2010, see above.]  To form a limited
partnership, a certificate of limited partnership shall be executed and
delivered to the office of the director for filing.  The certificate shall set
forth:



(1)  The name of the limited partnership;



(2)  The mailing address of the limited partnership's
initial 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 limited
liability limited partnership;



(5)  Any additional information required by article
11; and



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



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



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



(d)  Subject to subsection (b), if any
provision of a partnership agreement is inconsistent with the filed certificate
of 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 partners
and transferees; and



(2)  The filed certificate of limited partnership,
statement of dissociation, termination, or change or articles of conversion or
merger prevail as to persons, other than partners and transferees, that
reasonably 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]