(a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth:

(1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b;

(2) The name and address of the agent for service of process required to be maintained by section 34-13b;

(3) The name and business address of each general partner;

(4) The latest date upon which the limited partnership is to dissolve;

(5) Any other matters the partners determine to include therein; and

(6) The electronic mail address, if any, of the limited partnership.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

(1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11.)

History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 196 C. 270; 210 C. 71.

Cited. 11 CA 404.