35-12-601. 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:

(a) the name of the limited partnership, which must comply with 35-12-505;

(b) the information required by 35-7-105(1);

(c) the name and the business mailing address of each general partner;

(d) whether the limited partnership is a limited liability limited partnership; and

(e) additional information required by Title 35, chapter 12, part 15.

(2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in 35-12-515(2) in a manner inconsistent with that section.

(3) If there has been substantial compliance with subsection (1), subject to 35-12-614(3) a limited partnership is formed when the secretary of state files the certificate of 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:

(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.

History: En. Sec. 11, Ch. 522, L. 1981; amd. Sec. 8, Ch. 268, L. 1997; amd. Sec. 17, Ch. 75, L. 2003; amd. Sec. 67, Ch. 240, L. 2007; amd. Sec. 32, Ch. 26, L. 2011; amd. Sec. 15, Ch. 216, L. 2011.