Section 10A-9A-2.01

Formation of limited partnership; certificate of formation.

(a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the filing officer as provided in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth:

(1) the name of the limited partnership, which must comply with Article 5 of Chapter 1;

(2) the address of the registered office required by Article 5 of Chapter 1;

(3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1;

(4) the name and the street and mailing address of each general partner;

(5) whether the limited partnership is a limited liability limited partnership;

(6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and

(7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08.

(b) A limited partnership is formed when the certificate of formation becomes effective in accordance with Article 4 of Chapter 1.

(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by Subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact.

(d) A partnership agreement shall be entered into either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement.

(e) A certificate of formation shall be delivered for filing to the judge of probate of the county in which the initial registered office of the limited partnership is located pursuant to Article 4 of Chapter 1 unless the certificate of formation is required to be delivered for filing to a different filing officer under Article 8 of Chapter 1 or Article 10 of this chapter.

(Act 2016-379, §1.)