(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.
(b) A certificate of limited partnership must state:
(1) The name of the limited partnership, which must comply with Section 79-14-114;
(2) The information required by Section 79-35-5;
(3) The street and mailing addresses of the limited partnership’s principal office;
(4) The street and mailing addresses of each general partner; and
(5) Whether the limited partnership is a limited liability limited partnership.
(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.
(d) A limited partnership is formed when:
(1) The certificate of limited partnership becomes effective:
(2) At least two (2) persons have become partners;
(3) At least one (1) person has become a general partner; and
(4) At least one (1) person has become a limited partner.
(e) Subject to subsection (b) of this section, 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 with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:
(1) The partnership agreement shall prevail as to partners and transferees; and
(2) The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
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