ARTICLE 2.  FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP;

OTHER FILINGS; FEES

     §425E-201  Certificate of limited partnership.  (a)  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]