State Codes and Statutes

Statutes > New-york > Ptr > Article-8-a > 121-201

§  121-201. Certificate of limited partnership. (a) In order to form a  limited partnership the general partners  shall  execute  a  partnership  agreement, and a certificate of limited partnership shall be executed in  accordance  with  section  121-204  of  this  article.  The certificate,  entitled "Certificate of limited partnership of  .......................  (name  of  limited  partnership)  under  section  121-201 of the Revised  Limited Partnership Act," shall be filed with the department of state in  accordance with section 121-206 of this article and shall set forth:    (1) the name of the limited partnership;    (2) the county within this state, in which the office of  the  limited  partnership is to be located;    (3)  a  designation  of the secretary of state as agent of the limited  partnership upon whom process against it may  be  served  and  the  post  office  address  within  or without this state to which the secretary of  state shall mail a copy of any process against it served upon him;    (4) if the limited partnership is to have a registered agent, his name  and address within this state and a statement that the registered  agent  is  to be the agent of the limited partnership upon whom process against  it may be served;    (5) the name and the business or  residence  street  address  of  each  general partner;    (6) the latest date upon which the limited partnership is to dissolve;  and    (7)  any  other  matters  the  general  partners  determine to include  therein.    (b) A limited partnership is formed at the time of the filing  of  the  initial  certificate of limited partnership with the department of state  or at any later time not to exceed sixty days from the  date  of  filing  specified  in  the certificate of limited partnership. The filing of the  certificate shall,  in  the  absence  of  actual  fraud,  be  conclusive  evidence  of  the formation of the limited partnership as of the time of  filing or effective date if  later,  except  in  an  action  or  special  proceeding brought by the attorney general.    (c) (i) Within one hundred twenty days after the filing of the initial  certificate,  a  copy  of  the same or a notice containing the substance  thereof shall be published once in each week for six  successive  weeks,  in  two  newspapers  of  the  county  in which the office of the limited  partnership is located, one newspaper  to  be  printed  weekly  and  one  newspaper  to  be  printed  daily, to be designated by the county clerk.  When such county is located within a  city  with  a  population  of  one  million  or more, such designation shall be as though the copy or notice  were a notice or advertisement of judicial  proceedings.  Proof  of  the  publication required by this paragraph, consisting of the certificate of  publication   of   the   limited  partnership  with  the  affidavits  of  publication of such newspapers annexed thereto, must be filed  with  the  department  of state. Notwithstanding any other provision of law, if the  office of the limited partnership is  located  in  a  county  wherein  a  weekly  or  daily  newspaper  of  the  county,  or both, has not been so  designated by the county clerk, then  the  publication  herein  required  shall  be made in a weekly or daily newspaper of any county, or both, as  the case may be, which is contiguous to, such county, provided that  any  such  newspaper  meets  all  the other requirements of this paragraph. A  copy or notice published in a newspaper  other  than  the  newspaper  or  newspapers  designated by the county clerk shall not be deemed to be one  of the  publications  required  by  this  paragraph.  The  notice  shall  include: (1) the name of the limited partnership; (2) the date of filing  of  the certificate of limited partnership with the department of state;  (3) the county within this state, in which the  office  of  the  limitedpartnership  is  located;  (3-a)  the  street  address  of the principal  business location, if any; (4) a statement that the secretary  of  state  has  been  designated  as  agent  of  the  limited partnership upon whom  process  against  it may be served and the post office address within or  without this state to which the secretary of state shall mail a copy  of  any  process  against  it  served  upon  him  or her; (5) if the limited  partnership is to have a registered agent, his or her name  and  address  within this state and a statement that the registered agent is to be the  agent  of  the  limited  partnership upon whom process against it may be  served; (6) a statement that the names and  the  business  or  residence  street  address  of each general partner is available from the secretary  of state; (7) the latest date upon which the limited partnership  is  to  dissolve;  and  (8)  the  character  or  purpose of the business of such  partnership. Where, at any time after completion of the first of the six  weekly publications required  by  this  subdivision  and  prior  to  the  completion  of  the  sixth such weekly publication, there is a change in  any of the information contained in the copy or notice as published, the  limited partnership may  complete  the  remaining  publications  of  the  original  copy  or  notice,  and  the  limited  partnership shall not be  required to publish any further or amended copy or notice. Where, at any  time after completion of the six weekly publications  required  by  this  paragraph,  there is a change to any of the information contained in the  copy or notice as  published,  no  further  or  amended  publication  or  republication shall be required to be made. If within one hundred twenty  days  after  its formation, proof of such publication, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto has not been  filed  with  the  department  of  state,  the  authority of such limited  partnership to carry on, conduct or transact any business in this  state  shall  be  suspended, effective as of the expiration of such one hundred  twenty day period. The failure of a limited partnership  to  cause  such  copy  or  notice to be published and such certificate of publication and  affidavits of publication to be  filed  with  the  department  of  state  within  such  one  hundred  twenty  day period or the suspension of such  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business  in  this  state  pursuant to this paragraph shall not limit or  impair the validity of any contract or act of such limited  partnership,  or  any  right  or  remedy  of any other party under or by virtue of any  contract, act or omission of such limited partnership, or the  right  of  any other party to maintain any action or special proceeding on any such  contract,  act  or  omission,  or  right  of such limited partnership to  defend any action or special proceeding in this state, or result in  any  partner  or  agent  of  such limited partnership becoming liable for the  contractual obligations or other liabilities of the limited partnership.  If, at any time following the  suspension  of  a  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business in this state  pursuant to this paragraph, such limited partnership shall  cause  proof  of publication in substantial compliance with the provisions (other than  the  one hundred twenty day period) of this paragraph, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto, to be filed  with   the   department  of  state,  such  suspension  of  such  limited  partnership's authority to carry on, conduct or transact business  shall  be annulled.    (ii)(1)  A limited partnership which was formed prior to the effective  date of this paragraph and  which  complied  with  the  publication  and  filing  requirements  of  this  subdivision  as  in effect prior to such  effective date  shall  not  be  required  to  make  any  publication  orrepublication or any filing under paragraph (i) of this subdivision, and  shall not be subject to suspension pursuant to this subdivision.    (2) Within twelve months after the effective date of this paragraph, a  limited  partnership  which  was formed prior to such effective date and  which did not comply with the publication  and  filing  requirements  of  this subdivision as in effect prior to such effective date shall publish  a  copy  of its certificate or a notice containing the substance thereof  in the manner required (other than the one hundred twenty day period) by  this subdivision as in effect prior to  such  effective  date  and  file  proof  of such publication, consisting of the certificate of publication  of the limited partnership with the affidavits  of  publication  of  the  newspapers annexed thereto, with the department of state.    (3)  If  a  limited  partnership  that is subject to the provisions of  subparagraph two of this paragraph fails to file the required  proof  of  publication  with the department of state within twelve months after the  effective date of this paragraph, its authority to carry on, conduct  or  transact  any business in this state shall be suspended, effective as of  the expiration of such twelve month period.    (4) The failure of a  limited  partnership  that  is  subject  to  the  provisions  of  subparagraph  two of this paragraph to fully comply with  the provisions of said  subparagraph  two  or  the  suspension  of  such  limited  partnership's  authority  to  carry on, conduct or transact any  business in this state pursuant to subparagraph three of this  paragraph  shall  not  impair  or limit the validity of any contract or act of such  limited partnership, or any right or remedy of any other party under  or  by  virtue of any contract, act or omission of such limited partnership,  or the right of any other  party  to  maintain  any  action  or  special  proceeding  on  any  such  contract,  act  or omission, or right of such  limited partnership to defend any action or special proceeding  in  this  state,  or  result  in  any partner or agent of such limited partnership  becoming liable for the contractual obligations or other liabilities  of  the limited partnership.    (5)   If,   at   any  time  following  the  suspension  of  a  limited  partnership's authority to carry on, conduct  or  transact  business  in  this  state,  pursuant  to  subparagraph  three  of this paragraph, such  limited partnership shall cause  proof  of  publication  in  substantial  compliance  with  the  provisions (other than the one hundred twenty day  period)  of  paragraph  (i)  of  this  subdivision,  consisting  of  the  certificate   of   publication  of  the  limited  partnership  with  the  affidavits of publication of the newspapers annexed thereto, to be filed  with  the  department  of  state,  such  suspension  of   such   limited  partnership's  authority to carry on, conduct or transact business shall  be annulled.    (6) For the purposes of this paragraph, a  limited  partnership  which  was formed prior to the effective date of this paragraph shall be deemed  to  have  complied  with the publication and filing requirements of this  subdivision as in effect prior to such effective date if (A) the limited  partnership was formed on  or  after  January  first,  nineteen  hundred  ninety-nine and prior to such effective date and the limited partnership  filed  at least one affidavit of the printer or publisher of a newspaper  with the department of state at any time prior to such  effective  date,  or  (B)  the  limited  partnership  was  formed  prior to January first,  nineteen hundred ninety-nine, without  regard  to  whether  the  limited  partnership  did  or  did  not  file  any  affidavit  of  the printer or  publisher of a newspaper with the secretary of state.    (iii)  The  information  in  a  notice  published  pursuant  to   this  subdivision  shall be presumed to be in compliance with and satisfaction  of the requirements of this subdivision.

State Codes and Statutes

Statutes > New-york > Ptr > Article-8-a > 121-201

§  121-201. Certificate of limited partnership. (a) In order to form a  limited partnership the general partners  shall  execute  a  partnership  agreement, and a certificate of limited partnership shall be executed in  accordance  with  section  121-204  of  this  article.  The certificate,  entitled "Certificate of limited partnership of  .......................  (name  of  limited  partnership)  under  section  121-201 of the Revised  Limited Partnership Act," shall be filed with the department of state in  accordance with section 121-206 of this article and shall set forth:    (1) the name of the limited partnership;    (2) the county within this state, in which the office of  the  limited  partnership is to be located;    (3)  a  designation  of the secretary of state as agent of the limited  partnership upon whom process against it may  be  served  and  the  post  office  address  within  or without this state to which the secretary of  state shall mail a copy of any process against it served upon him;    (4) if the limited partnership is to have a registered agent, his name  and address within this state and a statement that the registered  agent  is  to be the agent of the limited partnership upon whom process against  it may be served;    (5) the name and the business or  residence  street  address  of  each  general partner;    (6) the latest date upon which the limited partnership is to dissolve;  and    (7)  any  other  matters  the  general  partners  determine to include  therein.    (b) A limited partnership is formed at the time of the filing  of  the  initial  certificate of limited partnership with the department of state  or at any later time not to exceed sixty days from the  date  of  filing  specified  in  the certificate of limited partnership. The filing of the  certificate shall,  in  the  absence  of  actual  fraud,  be  conclusive  evidence  of  the formation of the limited partnership as of the time of  filing or effective date if  later,  except  in  an  action  or  special  proceeding brought by the attorney general.    (c) (i) Within one hundred twenty days after the filing of the initial  certificate,  a  copy  of  the same or a notice containing the substance  thereof shall be published once in each week for six  successive  weeks,  in  two  newspapers  of  the  county  in which the office of the limited  partnership is located, one newspaper  to  be  printed  weekly  and  one  newspaper  to  be  printed  daily, to be designated by the county clerk.  When such county is located within a  city  with  a  population  of  one  million  or more, such designation shall be as though the copy or notice  were a notice or advertisement of judicial  proceedings.  Proof  of  the  publication required by this paragraph, consisting of the certificate of  publication   of   the   limited  partnership  with  the  affidavits  of  publication of such newspapers annexed thereto, must be filed  with  the  department  of state. Notwithstanding any other provision of law, if the  office of the limited partnership is  located  in  a  county  wherein  a  weekly  or  daily  newspaper  of  the  county,  or both, has not been so  designated by the county clerk, then  the  publication  herein  required  shall  be made in a weekly or daily newspaper of any county, or both, as  the case may be, which is contiguous to, such county, provided that  any  such  newspaper  meets  all  the other requirements of this paragraph. A  copy or notice published in a newspaper  other  than  the  newspaper  or  newspapers  designated by the county clerk shall not be deemed to be one  of the  publications  required  by  this  paragraph.  The  notice  shall  include: (1) the name of the limited partnership; (2) the date of filing  of  the certificate of limited partnership with the department of state;  (3) the county within this state, in which the  office  of  the  limitedpartnership  is  located;  (3-a)  the  street  address  of the principal  business location, if any; (4) a statement that the secretary  of  state  has  been  designated  as  agent  of  the  limited partnership upon whom  process  against  it may be served and the post office address within or  without this state to which the secretary of state shall mail a copy  of  any  process  against  it  served  upon  him  or her; (5) if the limited  partnership is to have a registered agent, his or her name  and  address  within this state and a statement that the registered agent is to be the  agent  of  the  limited  partnership upon whom process against it may be  served; (6) a statement that the names and  the  business  or  residence  street  address  of each general partner is available from the secretary  of state; (7) the latest date upon which the limited partnership  is  to  dissolve;  and  (8)  the  character  or  purpose of the business of such  partnership. Where, at any time after completion of the first of the six  weekly publications required  by  this  subdivision  and  prior  to  the  completion  of  the  sixth such weekly publication, there is a change in  any of the information contained in the copy or notice as published, the  limited partnership may  complete  the  remaining  publications  of  the  original  copy  or  notice,  and  the  limited  partnership shall not be  required to publish any further or amended copy or notice. Where, at any  time after completion of the six weekly publications  required  by  this  paragraph,  there is a change to any of the information contained in the  copy or notice as  published,  no  further  or  amended  publication  or  republication shall be required to be made. If within one hundred twenty  days  after  its formation, proof of such publication, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto has not been  filed  with  the  department  of  state,  the  authority of such limited  partnership to carry on, conduct or transact any business in this  state  shall  be  suspended, effective as of the expiration of such one hundred  twenty day period. The failure of a limited partnership  to  cause  such  copy  or  notice to be published and such certificate of publication and  affidavits of publication to be  filed  with  the  department  of  state  within  such  one  hundred  twenty  day period or the suspension of such  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business  in  this  state  pursuant to this paragraph shall not limit or  impair the validity of any contract or act of such limited  partnership,  or  any  right  or  remedy  of any other party under or by virtue of any  contract, act or omission of such limited partnership, or the  right  of  any other party to maintain any action or special proceeding on any such  contract,  act  or  omission,  or  right  of such limited partnership to  defend any action or special proceeding in this state, or result in  any  partner  or  agent  of  such limited partnership becoming liable for the  contractual obligations or other liabilities of the limited partnership.  If, at any time following the  suspension  of  a  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business in this state  pursuant to this paragraph, such limited partnership shall  cause  proof  of publication in substantial compliance with the provisions (other than  the  one hundred twenty day period) of this paragraph, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto, to be filed  with   the   department  of  state,  such  suspension  of  such  limited  partnership's authority to carry on, conduct or transact business  shall  be annulled.    (ii)(1)  A limited partnership which was formed prior to the effective  date of this paragraph and  which  complied  with  the  publication  and  filing  requirements  of  this  subdivision  as  in effect prior to such  effective date  shall  not  be  required  to  make  any  publication  orrepublication or any filing under paragraph (i) of this subdivision, and  shall not be subject to suspension pursuant to this subdivision.    (2) Within twelve months after the effective date of this paragraph, a  limited  partnership  which  was formed prior to such effective date and  which did not comply with the publication  and  filing  requirements  of  this subdivision as in effect prior to such effective date shall publish  a  copy  of its certificate or a notice containing the substance thereof  in the manner required (other than the one hundred twenty day period) by  this subdivision as in effect prior to  such  effective  date  and  file  proof  of such publication, consisting of the certificate of publication  of the limited partnership with the affidavits  of  publication  of  the  newspapers annexed thereto, with the department of state.    (3)  If  a  limited  partnership  that is subject to the provisions of  subparagraph two of this paragraph fails to file the required  proof  of  publication  with the department of state within twelve months after the  effective date of this paragraph, its authority to carry on, conduct  or  transact  any business in this state shall be suspended, effective as of  the expiration of such twelve month period.    (4) The failure of a  limited  partnership  that  is  subject  to  the  provisions  of  subparagraph  two of this paragraph to fully comply with  the provisions of said  subparagraph  two  or  the  suspension  of  such  limited  partnership's  authority  to  carry on, conduct or transact any  business in this state pursuant to subparagraph three of this  paragraph  shall  not  impair  or limit the validity of any contract or act of such  limited partnership, or any right or remedy of any other party under  or  by  virtue of any contract, act or omission of such limited partnership,  or the right of any other  party  to  maintain  any  action  or  special  proceeding  on  any  such  contract,  act  or omission, or right of such  limited partnership to defend any action or special proceeding  in  this  state,  or  result  in  any partner or agent of such limited partnership  becoming liable for the contractual obligations or other liabilities  of  the limited partnership.    (5)   If,   at   any  time  following  the  suspension  of  a  limited  partnership's authority to carry on, conduct  or  transact  business  in  this  state,  pursuant  to  subparagraph  three  of this paragraph, such  limited partnership shall cause  proof  of  publication  in  substantial  compliance  with  the  provisions (other than the one hundred twenty day  period)  of  paragraph  (i)  of  this  subdivision,  consisting  of  the  certificate   of   publication  of  the  limited  partnership  with  the  affidavits of publication of the newspapers annexed thereto, to be filed  with  the  department  of  state,  such  suspension  of   such   limited  partnership's  authority to carry on, conduct or transact business shall  be annulled.    (6) For the purposes of this paragraph, a  limited  partnership  which  was formed prior to the effective date of this paragraph shall be deemed  to  have  complied  with the publication and filing requirements of this  subdivision as in effect prior to such effective date if (A) the limited  partnership was formed on  or  after  January  first,  nineteen  hundred  ninety-nine and prior to such effective date and the limited partnership  filed  at least one affidavit of the printer or publisher of a newspaper  with the department of state at any time prior to such  effective  date,  or  (B)  the  limited  partnership  was  formed  prior to January first,  nineteen hundred ninety-nine, without  regard  to  whether  the  limited  partnership  did  or  did  not  file  any  affidavit  of  the printer or  publisher of a newspaper with the secretary of state.    (iii)  The  information  in  a  notice  published  pursuant  to   this  subdivision  shall be presumed to be in compliance with and satisfaction  of the requirements of this subdivision.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Ptr > Article-8-a > 121-201

§  121-201. Certificate of limited partnership. (a) In order to form a  limited partnership the general partners  shall  execute  a  partnership  agreement, and a certificate of limited partnership shall be executed in  accordance  with  section  121-204  of  this  article.  The certificate,  entitled "Certificate of limited partnership of  .......................  (name  of  limited  partnership)  under  section  121-201 of the Revised  Limited Partnership Act," shall be filed with the department of state in  accordance with section 121-206 of this article and shall set forth:    (1) the name of the limited partnership;    (2) the county within this state, in which the office of  the  limited  partnership is to be located;    (3)  a  designation  of the secretary of state as agent of the limited  partnership upon whom process against it may  be  served  and  the  post  office  address  within  or without this state to which the secretary of  state shall mail a copy of any process against it served upon him;    (4) if the limited partnership is to have a registered agent, his name  and address within this state and a statement that the registered  agent  is  to be the agent of the limited partnership upon whom process against  it may be served;    (5) the name and the business or  residence  street  address  of  each  general partner;    (6) the latest date upon which the limited partnership is to dissolve;  and    (7)  any  other  matters  the  general  partners  determine to include  therein.    (b) A limited partnership is formed at the time of the filing  of  the  initial  certificate of limited partnership with the department of state  or at any later time not to exceed sixty days from the  date  of  filing  specified  in  the certificate of limited partnership. The filing of the  certificate shall,  in  the  absence  of  actual  fraud,  be  conclusive  evidence  of  the formation of the limited partnership as of the time of  filing or effective date if  later,  except  in  an  action  or  special  proceeding brought by the attorney general.    (c) (i) Within one hundred twenty days after the filing of the initial  certificate,  a  copy  of  the same or a notice containing the substance  thereof shall be published once in each week for six  successive  weeks,  in  two  newspapers  of  the  county  in which the office of the limited  partnership is located, one newspaper  to  be  printed  weekly  and  one  newspaper  to  be  printed  daily, to be designated by the county clerk.  When such county is located within a  city  with  a  population  of  one  million  or more, such designation shall be as though the copy or notice  were a notice or advertisement of judicial  proceedings.  Proof  of  the  publication required by this paragraph, consisting of the certificate of  publication   of   the   limited  partnership  with  the  affidavits  of  publication of such newspapers annexed thereto, must be filed  with  the  department  of state. Notwithstanding any other provision of law, if the  office of the limited partnership is  located  in  a  county  wherein  a  weekly  or  daily  newspaper  of  the  county,  or both, has not been so  designated by the county clerk, then  the  publication  herein  required  shall  be made in a weekly or daily newspaper of any county, or both, as  the case may be, which is contiguous to, such county, provided that  any  such  newspaper  meets  all  the other requirements of this paragraph. A  copy or notice published in a newspaper  other  than  the  newspaper  or  newspapers  designated by the county clerk shall not be deemed to be one  of the  publications  required  by  this  paragraph.  The  notice  shall  include: (1) the name of the limited partnership; (2) the date of filing  of  the certificate of limited partnership with the department of state;  (3) the county within this state, in which the  office  of  the  limitedpartnership  is  located;  (3-a)  the  street  address  of the principal  business location, if any; (4) a statement that the secretary  of  state  has  been  designated  as  agent  of  the  limited partnership upon whom  process  against  it may be served and the post office address within or  without this state to which the secretary of state shall mail a copy  of  any  process  against  it  served  upon  him  or her; (5) if the limited  partnership is to have a registered agent, his or her name  and  address  within this state and a statement that the registered agent is to be the  agent  of  the  limited  partnership upon whom process against it may be  served; (6) a statement that the names and  the  business  or  residence  street  address  of each general partner is available from the secretary  of state; (7) the latest date upon which the limited partnership  is  to  dissolve;  and  (8)  the  character  or  purpose of the business of such  partnership. Where, at any time after completion of the first of the six  weekly publications required  by  this  subdivision  and  prior  to  the  completion  of  the  sixth such weekly publication, there is a change in  any of the information contained in the copy or notice as published, the  limited partnership may  complete  the  remaining  publications  of  the  original  copy  or  notice,  and  the  limited  partnership shall not be  required to publish any further or amended copy or notice. Where, at any  time after completion of the six weekly publications  required  by  this  paragraph,  there is a change to any of the information contained in the  copy or notice as  published,  no  further  or  amended  publication  or  republication shall be required to be made. If within one hundred twenty  days  after  its formation, proof of such publication, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto has not been  filed  with  the  department  of  state,  the  authority of such limited  partnership to carry on, conduct or transact any business in this  state  shall  be  suspended, effective as of the expiration of such one hundred  twenty day period. The failure of a limited partnership  to  cause  such  copy  or  notice to be published and such certificate of publication and  affidavits of publication to be  filed  with  the  department  of  state  within  such  one  hundred  twenty  day period or the suspension of such  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business  in  this  state  pursuant to this paragraph shall not limit or  impair the validity of any contract or act of such limited  partnership,  or  any  right  or  remedy  of any other party under or by virtue of any  contract, act or omission of such limited partnership, or the  right  of  any other party to maintain any action or special proceeding on any such  contract,  act  or  omission,  or  right  of such limited partnership to  defend any action or special proceeding in this state, or result in  any  partner  or  agent  of  such limited partnership becoming liable for the  contractual obligations or other liabilities of the limited partnership.  If, at any time following the  suspension  of  a  limited  partnership's  authority  to  carry  on,  conduct  or  transact  business in this state  pursuant to this paragraph, such limited partnership shall  cause  proof  of publication in substantial compliance with the provisions (other than  the  one hundred twenty day period) of this paragraph, consisting of the  certificate  of  publication  of  the  limited  partnership   with   the  affidavits of publication of the newspapers annexed thereto, to be filed  with   the   department  of  state,  such  suspension  of  such  limited  partnership's authority to carry on, conduct or transact business  shall  be annulled.    (ii)(1)  A limited partnership which was formed prior to the effective  date of this paragraph and  which  complied  with  the  publication  and  filing  requirements  of  this  subdivision  as  in effect prior to such  effective date  shall  not  be  required  to  make  any  publication  orrepublication or any filing under paragraph (i) of this subdivision, and  shall not be subject to suspension pursuant to this subdivision.    (2) Within twelve months after the effective date of this paragraph, a  limited  partnership  which  was formed prior to such effective date and  which did not comply with the publication  and  filing  requirements  of  this subdivision as in effect prior to such effective date shall publish  a  copy  of its certificate or a notice containing the substance thereof  in the manner required (other than the one hundred twenty day period) by  this subdivision as in effect prior to  such  effective  date  and  file  proof  of such publication, consisting of the certificate of publication  of the limited partnership with the affidavits  of  publication  of  the  newspapers annexed thereto, with the department of state.    (3)  If  a  limited  partnership  that is subject to the provisions of  subparagraph two of this paragraph fails to file the required  proof  of  publication  with the department of state within twelve months after the  effective date of this paragraph, its authority to carry on, conduct  or  transact  any business in this state shall be suspended, effective as of  the expiration of such twelve month period.    (4) The failure of a  limited  partnership  that  is  subject  to  the  provisions  of  subparagraph  two of this paragraph to fully comply with  the provisions of said  subparagraph  two  or  the  suspension  of  such  limited  partnership's  authority  to  carry on, conduct or transact any  business in this state pursuant to subparagraph three of this  paragraph  shall  not  impair  or limit the validity of any contract or act of such  limited partnership, or any right or remedy of any other party under  or  by  virtue of any contract, act or omission of such limited partnership,  or the right of any other  party  to  maintain  any  action  or  special  proceeding  on  any  such  contract,  act  or omission, or right of such  limited partnership to defend any action or special proceeding  in  this  state,  or  result  in  any partner or agent of such limited partnership  becoming liable for the contractual obligations or other liabilities  of  the limited partnership.    (5)   If,   at   any  time  following  the  suspension  of  a  limited  partnership's authority to carry on, conduct  or  transact  business  in  this  state,  pursuant  to  subparagraph  three  of this paragraph, such  limited partnership shall cause  proof  of  publication  in  substantial  compliance  with  the  provisions (other than the one hundred twenty day  period)  of  paragraph  (i)  of  this  subdivision,  consisting  of  the  certificate   of   publication  of  the  limited  partnership  with  the  affidavits of publication of the newspapers annexed thereto, to be filed  with  the  department  of  state,  such  suspension  of   such   limited  partnership's  authority to carry on, conduct or transact business shall  be annulled.    (6) For the purposes of this paragraph, a  limited  partnership  which  was formed prior to the effective date of this paragraph shall be deemed  to  have  complied  with the publication and filing requirements of this  subdivision as in effect prior to such effective date if (A) the limited  partnership was formed on  or  after  January  first,  nineteen  hundred  ninety-nine and prior to such effective date and the limited partnership  filed  at least one affidavit of the printer or publisher of a newspaper  with the department of state at any time prior to such  effective  date,  or  (B)  the  limited  partnership  was  formed  prior to January first,  nineteen hundred ninety-nine, without  regard  to  whether  the  limited  partnership  did  or  did  not  file  any  affidavit  of  the printer or  publisher of a newspaper with the secretary of state.    (iii)  The  information  in  a  notice  published  pursuant  to   this  subdivision  shall be presumed to be in compliance with and satisfaction  of the requirements of this subdivision.