LIMITED PARTNERSHIP AND OTHER FILINGS

§1321.__Formation of limited partnership; certificate of limited

partnership

1.__Certificate of limited partnership.__In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:

A.__The name of the limited partnership, which must comply with section 1308;

B.__The street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;

C.__The name and the street and mailing address of each general partner;

D.__Whether the limited partnership is a limited liability limited partnership; and

E.__Any additional information required by subchapter 11.

2.__Other matters.__A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 1310, subsection 2 in a manner inconsistent with that section.

3.__Formed when filed.__If there has been substantial compliance with subsection 1, subject to section 1326, subsection 3 a limited partnership is formed when the Secretary of State files the certificate of limited partnership.

4.__Inconsistencies between agreement and filed document.__ Subject to subsection 2, 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:

A.__The partnership agreement prevails as to partners and transferees; and

B.__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.