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362.2-201 Formation of limited partnership -- Certificate of limited
partnership. (Effective until January 1, 2011)
(1) In order to form a limited partnership, a certificate of limited partnership shall be
delivered to the Secretary of State for filing. The certificate shall state: <br>(a) The name of the limited partnership, which shall comply with KRS 362.2-
108;
(b) The street address of the initial designated office; <br>(c) The street address of the limited partnership's initial registered office, and the
name of its initial registered agent at that office;
(d) The name and street address of each general partner; and <br>(e) Any additional information required by this subchapter.
(2) If the limited partnership elects to be a limited liability limited partnership, then the
certificate shall contain a statement that the limited partnership elects to be a limited <br>liability limited partnership.
(3) A certificate of limited partnership may also contain any other matters but shall not
vary from the provisions specified in KRS 362.2-110(2) in a manner inconsistent <br>with that section.
(4) Subject to subsection (2) of this section, if any provision of a partnership agreement
is inconsistent with the filed certificate of limited partnership or with a filed <br>statement of dissociation, cancellation, or change, or filed articles of conversion or <br>merger, then: <br>(a) The partnership agreement prevails as to partners and transferees; and <br>(b) The filed certificate of limited partnership, statement of dissociation,
cancellation, or change, or articles of conversion or merger prevail as to <br>persons, other than partners and transferees, that reasonably rely on the filed <br>record to their detriment.
(5) A written statement of the initial registered agent consenting to serve in that
capacity shall accompany the certificate of limited partnership.
Effective: July 12, 2006 <br>History: Created 2006 Ky. Acts ch. 149, sec. 105, effective July 12, 2006.
362.2-201 Formation of limited partnership -- Certificate of limited
partnership. (Effective January 1, 2011)
(1) In order to form a limited partnership, a certificate of limited partnership shall be
delivered to the Secretary of State for filing. The certificate shall state: <br>(a) The name of the limited partnership, which shall comply with KRS 14A.3-
010;
(b) The street address of the initial designated office; <br>(c) The limited partnership's initial registered office and the name of its initial
registered agent which shall comply with KRS 14A.4-010;
(d) The name and street address of each general partner; and <br>(e) Any additional information required by this subchapter.
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(2) If the limited partnership elects to be a limited liability limited partnership, then the
certificate shall contain a statement that the limited partnership elects to be a limited <br>liability limited partnership.
(3) A certificate of limited partnership may also contain any other matters but shall not
vary from the provisions specified in KRS 362.2-110(2) in a manner inconsistent <br>with that section.
(4) Subject to subsection (2) of this section, if any provision of a partnership agreement
is inconsistent with the filed certificate of limited partnership or with a filed <br>statement of dissociation, cancellation, or change, or filed articles of conversion or <br>merger, then: <br>(a) The partnership agreement prevails as to partners and transferees; and <br>(b) The filed certificate of limited partnership, statement of dissociation,
cancellation, or change, or articles of conversion or merger prevail as to <br>persons, other than partners and transferees, that reasonably rely on the filed <br>record to their detriment.
Effective: January 1, 2011 <br>History: Amended 2010 Ky. Acts ch. 151, sec. 105, effective January 1, 2011. --
Created 2006 Ky. Acts ch. 149, sec. 105, effective July 12, 2006.
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