2006 New York Code - Certificate Of Limited Partnership.

 
    §  121-201. Certificate of limited partnership. (a) In order to form a
  limited partnership the general partners  shall  execute  a  partnership
  agreement, and a certificate of limited partnership shall be executed in
  accordance  with  section  121-204  of  this  article.  The certificate,
  entitled "Certificate of limited partnership of  .......................
  (name  of  limited  partnership)  under  section  121-201 of the Revised
  Limited Partnership Act," shall be filed with the department of state in
  accordance with section 121-206 of this article and shall set forth:
    (1) the name of the limited partnership;
    (2) the county within this state, in which the office of  the  limited
  partnership is to be located;
    (3)  a  designation  of the secretary of state as agent of the limited
  partnership upon whom process against it may  be  served  and  the  post
  office  address  within  or without this state to which the secretary of
  state shall mail a copy of any process against it served upon him;
    (4) if the limited partnership is to have a registered agent, his name
  and address within this state and a statement that the registered  agent
  is  to be the agent of the limited partnership upon whom process against
  it may be served;
    (5) the name and the business or  residence  street  address  of  each
  general partner;
    (6) the latest date upon which the limited partnership is to dissolve;
  and
    (7)  any  other  matters  the  general  partners  determine to include
  therein.
    (b) A limited partnership is formed at the time of the filing  of  the
  initial  certificate of limited partnership with the department of state
  or at any later time not to exceed sixty days from the  date  of  filing
  specified  in  the certificate of limited partnership. The filing of the
  certificate shall,  in  the  absence  of  actual  fraud,  be  conclusive
  evidence  of  the formation of the limited partnership as of the time of
  filing or effective date if  later,  except  in  an  action  or  special
  proceeding brought by the attorney general.
    * (c)  Within  one hundred twenty days after the filing of the initial
  certificate, a copy of the same or a  notice  containing  the  substance
  thereof  shall  be published once in each week for six successive weeks,
  in two newspapers of the county in  which  the  office  of  the  limited
  partnership  is  located,  to  be designated by the county clerk, one of
  which newspapers shall be a newspaper published in the city or  town  in
  which  the  principal  place of business is intended to be located, if a
  newspaper be  published  therein;  or,  if  no  newspaper  is  published
  therein, in the newspaper nearest thereto, and proof of such publication
  by  the affidavit of the printer or publisher of each of such newspapers
  must be filed with the department of state. The  notice  shall  include:
  (1)  the  name of the limited partnership; (2) the date of filing of the
  certificate of limited partnership with the secretary of state; (3)  the
  county within this state, in which the office of the limited partnership
  is  to  be located; (4) a statement that the secretary of state has been
  designated as agent of the limited partnership upon whom process against
  it may be served and the post office  address  within  or  without  this
  state  to  which the secretary of state shall mail a copy of any process
  against it served upon him or her; (5) if the limited partnership is  to
  have  a  registered agent, his or her name and address within this state
  and a statement that the registered agent is to  be  the  agent  of  the
  limited  partnership  upon  whom process against it may be served; (6) a
  statement that the names and the business or residence street address of
  each general partner is available from the secretary of state;  (7)  the
  latest  date  upon which the limited partnership is to dissolve; and (8)
  the character or purpose of the business of such partnership. Failure to
  cause such notice to be published or  to  file  such  proof  within  one
  hundred  twenty days of the filing of the certificate shall prohibit the
  limited partnership from maintaining any action or special proceeding in
  this  state unless and until such limited partnership causes such notice
  to be published and files such proof of publication. The  failure  of  a
  limited  partnership  to  cause  such  notice to be published or to file
  proof of publication shall not impair the validity of  any  contract  or
  act  of  the  limited partnership or the right of any other party to the
  contract to maintain any action or special proceeding thereon, and shall
  not prevent the limited partnership from defending any action or special
  proceeding in this state.
    * NB Effective until June 1, 2006
    * (c) (i) Within one hundred twenty  days  after  the  filing  of  the
  initial  certificate,  a  copy  of  the  same or a notice containing the
  substance thereof  shall  be  published  once  in  each  week  for  four
  successive weeks, in two newspapers of the county in which the office of
  the  limited  partnership is intended to be located, one newspaper to be
  printed weekly and one newspaper to be printed daily, to  be  designated
  by  the  county  clerk,  as  though  the copy or notice were a notice or
  advertisement of judicial proceedings, and proof  of  such  publication,
  consisting  of the certificate of publication of the limited partnership
  with the affidavits of publication of such newspapers  annexed  thereto,
  must  be  filed  with the department of state. Notwithstanding any other
  provision of law, if the office of the limited partnership is located in
  a county wherein a weekly or daily newspaper of the county, or both, has
  not been so designated by the county clerk, then the publication  herein
  required  shall be made in a weekly or daily newspaper of the county, or
  both, as the case may be, which is closest  to,  such  county,  provided
  that  any  such  newspaper  meets  all  the  other  requirements of this
  paragraph. A copy or notice published in  a  newspaper  other  than  the
  newspaper  or  newspapers  designated  by  the county clerk shall not be
  deemed to be  one  of  the  publications  required  by  this  paragraph.
  Notwithstanding  any other provision of law, a limited partnership shall
  not include for purposes of subparagraphs  five-a  and  five-b  of  this
  paragraph, any limited partnership which is (i) an investment adviser as
  defined  in  the  Investment  Advisers  Act  of 1940 or a commodity pool
  operator or commodity  trading  advisor  as  defined  in  the  Commodity
  Exchange  Act,  or (ii) a collective investment vehicle or any direct or
  indirect subsidiary and affiliates thereof sponsored, advised or managed
  by an investment adviser, commodity pool operator or  commodity  trading
  advisor  as  set  forth  in  item (i) of this sentence. The notice shall
  include: (1) the name of the limited partnership; (2) the date of filing
  of the certificate of limited partnership with the department of  state;
  (3)  the  county  within  this state, in which the office of the limited
  partnership is to be located; (3-a) the city, town  or  village  therein
  together  with the number and street where such office is to be located,
  or, if the street address of such office has not been determined at  the
  time  the  notice  is prepared for publication, the following statement:
  "The street address of the limited partnership's office has not yet been
  determined."; (4) a statement that  the  secretary  of  state  has  been
  designated as agent of the limited partnership upon whom process against
  it  may  be  served  and  the post office address within or without this
  state to which the secretary of state shall mail a copy of  any  process
  against  it served upon him or her; (5) if the limited partnership is to
  have a registered agent, his or her name and address within  this  state
  and  a  statement  that  the  registered agent is to be the agent of the
  limited partnership upon whom process against it may  be  served;  (5-a)
  the  names  of  the  ten  persons,  or  such lesser number of persons as
  permitted in this subparagraph who are actively engaged in the  business
  and affairs of the limited partnership and who may be general or limited
  partners,  as  the  case  may  be,  having the most valuable partnership
  interests, as such term is defined in subdivision (m) of section 121-101
  of this article,  in  the  aggregate  in  the  limited  partnership.  In
  complying   with  the  provisions  of  this  subparagraph,  the  limited
  partnership may  elect  to  select  any  one  of  the  aggregate  rights
  components  specified  in  paragraph (i) or (ii) of such subdivision (m)
  provided that in the event each of the two  component  items  have  less
  than  ten  members, such limited partnership shall select the item which
  has the greatest number of partners; (5-b) the following statement: "The
  inclusion of the name of a person in this notice  does  not  necessarily
  indicate   that   such  person  is  personally  liable  for  the  debts,
  obligations or liabilities of the limited partnership, and such person's
  liability, if  any,  under  applicable  law  is  neither  increased  nor
  decreased by reason of this notice."; (6) a statement that the names and
  the  business  or  residence  street  address of each general partner is
  available from the secretary of state; (7) the latest  date  upon  which
  the limited partnership is to dissolve; and (8) the character or purpose
  of the business of such partnership. Where, at any time after completion
  of   the  first  of  the  four  weekly  publications  required  by  this
  subdivision and prior to  the  completion  of  the  fourth  such  weekly
  publication,  there  is  a change in any of the information contained in
  the copy or notice as published, the limited  partnership  may  complete
  the  remaining  publications  of  the  original  copy or notice, and the
  limited partnership shall not be required  to  publish  any  further  or
  amended  copy or notice. Where, at any time after completion of the four
  weekly publications required by this paragraph, there is a change to any
  of the information contained in the copy  or  notice  as  published,  no
  further  or amended publication or republication shall be required to be
  made. If within one hundred twenty days after its  formation,  proof  of
  such  publication,  consisting  of the certificate of publication of the
  limited partnership with the affidavits of publication of the newspapers
  annexed thereto has not been filed with the  department  of  state,  the
  authority  of  such limited partnership to carry on, conduct or transact
  any business in this state shall  be  suspended,  effective  as  of  the
  expiration of such one hundred twenty day period. Neither the failure of
  a  limited  partnership to cause such copy or notice to be published and
  such certificate of publication and  affidavits  of  publication  to  be
  filed  with  the  department of state within such one hundred twenty day
  period nor the suspension of such  limited  partnership's  authority  to
  carry  on,  conduct  or transact business in this state pursuant to this
  paragraph shall limit or impair the validity of any contract or  act  of
  such  limited  partnership,  or  any  right or remedy of any other party
  under or by virtue of any contract, act  or  omission  of  such  limited
  partnership,  or  the right of any other party to maintain any action or
  special proceeding on any such contract, act or omission,  or  right  of
  such  limited  partnership to defend any action or special proceeding in
  this state. If, at any  time  following  the  suspension  of  a  limited
  partnership's  authority  to  carry  on, conduct or transact business in
  this state pursuant to this paragraph, such  limited  partnership  shall
  cause proof of publication in substantial compliance with the provisions
  (other  than  the  one  hundred  twenty  day  period) of this paragraph,
  consisting of the certificate of publication of the limited  partnership
  with the affidavits of publication of the newspapers annexed thereto, to
  be  filed  with the department of state, such suspension of such limited
  partnership's authority to carry on, conduct or transact business  shall
  be annulled.
    (ii)(1)  A limited partnership which was formed prior to the effective
  date of this paragraph and  which  complied  with  the  publication  and
  filing  requirements  of  this  subdivision  as  in effect prior to such
  effective date  shall  not  be  required  to  make  any  publication  or
  republication or any filing under paragraph (i) of this subdivision, and
  shall not be subject to suspension pursuant to this subdivision.
    (2) Within eighteen months after the effective date of this paragraph,
  a  limited partnership which was formed prior to such effective date and
  which did not comply with the publication  and  filing  requirements  of
  this subdivision as in effect prior to such effective date shall publish
  a  copy  of its certificate or a notice containing the substance thereof
  in the manner required (other than the one hundred twenty day period) by
  this paragraph as in effect prior to such effective date and file  proof
  of such publication, consisting of the certificate of publication of the
  limited partnership with the affidavits of publication of the newspapers
  annexed thereto, with the department of state.
    (3)  If  a  limited  partnership  that is subject to the provisions of
  subparagraph two of this paragraph fails to file the required  proof  of
  publication  with  the  department of state within eighteen months after
  the effective date of this paragraph, its authority to carry on, conduct
  or transact any business in this state shall be suspended, effective  as
  of the expiration of such eighteen month period.
    (4)  Neither  the  failure of a limited partnership that is subject to
  the provisions of subparagraph two of this  paragraph  to  fully  comply
  with  the provisions of said subparagraph two nor the suspension of such
  limited partnership's authority to carry on,  conduct  or  transact  any
  business  in this state pursuant to subparagraph three of this paragraph
  shall impair or limit the validity  of  any  contract  or  act  of  such
  limited  partnership, or any right or remedy of any other party under or
  by virtue of any contract, act or omission of such limited  partnership,
  or  the  right  of  any  other  party  to maintain any action or special
  proceeding on any such contract, act  or  omission,  or  right  of  such
  limited  partnership  to defend any action or special proceeding in this
  state.
    (5)  If,  at  any  time  following  the  suspension   of   a   limited
  partnership's  authority  to  carry  on, conduct or transact business in
  this state, pursuant to  subparagraph  three  of  this  paragraph,  such
  limited  partnership  shall  cause  proof  of publication in substantial
  compliance with the provisions (other than the one  hundred  twenty  day
  period)  of  paragraph  (i)  of  this  subdivision,  consisting  of  the
  certificate  of  publication  of  the  limited  partnership   with   the
  affidavits of publication of the newspapers annexed thereto, to be filed
  with   the   department  of  state,  such  suspension  of  such  limited
  partnership's authority to carry on, conduct or transact business  shall
  be annulled.
    (6)  For  the  purposes of this paragraph, a limited partnership which
  was formed prior to the effective date of this paragraph shall be deemed
  to have complied with the publication and filing  requirements  of  this
  subdivision as in effect prior to such effective date if (A) the limited
  partnership  was  formed  on  or  after  January first, nineteen hundred
  ninety-nine and prior to such effective date and the limited partnership
  filed at least one affidavit of the printer or publisher of a  newspaper
  with  the  department of state at any time prior to such effective date,
  or (B) the limited  partnership  was  formed  prior  to  January  first,
  nineteen  hundred  ninety-nine,  without  regard  to whether the limited
  partnership did or  did  not  file  any  affidavit  of  the  printer  or
  publisher of a newspaper with the secretary of state.
    (iii)   The  information  in  a  notice  published  pursuant  to  this
  subdivision shall be presumed to be in compliance with and  satisfaction
  of  the  requirements of this subdivision. In particular, but not by way
  of limitation, the list of names of  persons  included  in  such  notice
  pursuant  to  subparagraph  five-a  of paragraph (i) of this subdivision
  shall be presumed to be complete and accurate and to  be  in  compliance
  with  and  satisfaction  of  the  requirements  of this subdivision, and
  neither the omission of  any  name  or  names  which  should  have  been
  included  in  such  list,  nor  the inclusion of any name or names which
  should not have been included in such list, nor any  misspelling  of  or
  other  irregularity  with  respect to any name or names included in such
  list, shall negate or otherwise limit or  impair  the  effectiveness  of
  such  notice  or  the  publication thereof, provided that such omission,
  inclusion, misspelling or irregularity was not willfully made  with  the
  intention of deceiving the public.
    * NB Effective June 1, 2006