488.201 Formation of limited partnership — certificate of limited partnership.

1. 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 all of the following:

a. The name of the limited partnership, which must comply with section 488.108.

b. The street and mailing address of the initial registered office and the name and street and mailing address of the initial registered 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.

e. Any additional information required by article 11.

2. A certificate of limited partnership may also contain any other matters but shall not vary or otherwise affect the provisions specified in section 488.110, subsection 2, in a manner inconsistent with that subsection.

3. If there has been substantial compliance with subsection 1, subject to section 488.206, subsection 3, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The secretary of state’s filing of the certificate is conclusive proof that all conditions precedent to formation of the limited partnership have been satisfied except in a proceeding by the state to cancel or revoke the certificate or involuntarily dissolve the limited partnership.

4. 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, all of the following apply:

a. The partnership agreement prevails as to partners and transferees.

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.

2004 Acts, ch 1021, §19, 118; 2016 Acts, ch 1097, §8

Referred to in §488.102, 488.1104, 488.1204, 633A.4606